Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 15 contracts
Sources: Purchase Agreement (Akamai Technologies Inc), Common Stock Purchase Warrant (Transcend Therapeutics Inc), Common Stock Purchase Warrant (Register Com Inc)
Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below.
(a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event.
(b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued.
(c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year.
(d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share.
(e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases:
(i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise;
(ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities;
(iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and
(iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.
Appears in 10 contracts
Sources: Warrant Agreement (Kurrant Mobile Catering, Inc.), Warrant Agreement (Across America Financial Services, Inc.), Warrant Agreement (Kurrant Mobile Catering, Inc.)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as follows:
(a) If outstanding the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of the Company's its Common Stock shall be subdivided into a greater number or any other equity or equity equivalent securities payable in shares of shares or a dividend in Common Stock (which, for avoidance of doubt, shall be paid in respect not include any shares of Common Stock, Stock issued by the Purchase Price in effect immediately prior to such subdivision or at the record date Company upon exercise of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If this Warrant); (ii) subdivides outstanding shares of Common Stock shall be combined into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Purchase Exercise Price in effect immediately prior to such combination shall, simultaneously with shall be multiplied by a fraction of which the effectiveness of such combination, numerator shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon the exercise of this Warrant shall be changed to proportionately adjusted such that the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise aggregate Exercise Price of this Warrant immediately prior shall remain unchanged. Any adjustment made pursuant to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by this Section 8 (iia) the Purchase Price in effect shall become effective immediately after the record date for the determination of stockholders entitled to receive such adjustmentdividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
(b) If there If, at any time while this Warrant is outstanding, the Company: (i) shall occur consolidate with or merge into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, ;(ii) shall permit any other person to consolidate with or merge into the Company and the Company shall be the continuing or surviving person but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities or property of any other person; (c) shall transfer all or substantially all of its properties and assets to any other person; or (d) shall effect a capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any and in each such reorganizationcase, reclassification, consolidation, merger or sale, as the case may be, lawful proper provision shall be made so that the Registered Holder holder of this Warrant shall have the right thereafter to receive Warrant, upon the exercise hereof at any time after the kind consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise prior to such consummation, the stock and amount of shares of stock or other securities or and property to which such Registered Holder holder would have been entitled to receive if, upon such consummation if such holder had so exercised this Warrant immediately prior thereto, subject to any adjustments (subsequent to such reorganization, reclassification, consolidation, merger or sale, corporate action) as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (nearly equivalent as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect possible to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantadjustments provided herein.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 8 contracts
Sources: Warrant Agreement (Worthington Energy, Inc.), Warrant Agreement (Worthington Energy, Inc.), Warrant Agreement (Worthington Energy, Inc.)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant, at the last address of such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the fair market value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange or quoted on Nasdaq, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed.
(d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the application case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.
(e) In the event that, as a result of an adjustment made pursuant to this Section 8, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Warrant Shares contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 8 contracts
Sources: Stock Exchange Agreement (Tarantella Inc), Warrant Agreement (Tarantella Inc), Warrant Agreement (Tarantella Inc)
Adjustments. (a) If In case the Company shall at any time after the date of this Warrant (i) make any distribution to all holders of its outstanding shares of the Company's Common Stock shall be subdivided in shares of Common Stock such that the number of shares of Common Stock outstanding is increased, (ii) subdivide or split-up its outstanding shares of Common Stock into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined into a smaller number of sharesshares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, then the Purchase Price in effect number of Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder hereof shall be entitled to purchase the kind and number of Shares or other securities of the Company that the Holder would have owned or would have been entitled to receive after the happening of any of the events described above had this Warrant been exercised immediately prior to such combination shall, simultaneously with the effectiveness happening of such combination, be proportionately increasedevent or any record date with respect thereto. When any An adjustment is required made pursuant to be made in this subsection (a) shall become effective immediately after the Purchase Price, effective date of such event.
(b) Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as herein provided, the Warrant Price per Share payable upon exercise of this Warrant shall be changed adjusted (calculated to the number determined nearest $.0001) by dividing (i) an amount equal multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which is the number of shares issuable Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by and the Purchase Price in effect immediately prior to such adjustment, by (ii) denominator of which is the Purchase Price in effect number of Shares so purchasable immediately after such adjustment.
(bc) If there shall occur If, at any capital reorganization or reclassification time while this Warrant remains outstanding, the holders of shares of the Company's Common Stock receive or, on or after the record date fixed for the determination of eligible stockholders, become entitled to receive, without payment, securities or property (other than a change in par value cash or a subdivision or combination as provided for in subsection 2(aCommon Stock) above), or any consolidation or merger of the Company with by way of dividend or into another corporation, or a transfer of all or substantially all other distribution in respect of the assets Common Stock, then in each such case, this Warrant shall entitle the Holder to acquire, in addition to the shares of Common Stock receivable upon an exercise of this Warrant and payment of the Warrant Price, the amount of such securities or property (other than cash or Common Stock) of the Company, thenwithout payment of additional consideration, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, had the Effective Date of such exercise of the Warrant occurred immediately prior to any the record date fixed for the determination of eligible stockholders for the distribution of such reorganizationsecurities or property in respect of the Common Stock.
(d) For the purpose of this Section 7.1, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of term “shares of Common Stock which were then purchasable upon Stock” means (i) the exercise class of stock designated as the Common Stock, par value $0.001 per share, of the Company at the date of this Warrant. In Warrant or (ii) any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares other class of stock resulting from successive changes or other securities reclassification of such shares consisting solely of changes in par value, or property thereafter deliverable upon the exercise of this Warrantfrom par value to no par value, or from no par value to par value.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 6 contracts
Sources: Warrant Agreement (Rules-Based Medicine Inc), Warrant Agreement (Rules-Based Medicine Inc), Warrant Agreement (Rules-Based Medicine Inc)
Adjustments. The number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows:
(a) If the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of the Company's Common Stock, (iii) combine its outstanding shares of Common Stock shall be subdivided into a greater smaller number of shares of Common Stock or (iv) reclassify or change (including a change to the right to receive, or a dividend in change into, as the case may be (other than with respect to a merger or consolidation pursuant to the exercise of appraisal rights), shares of stock, other securities, property, cash or any combination thereof) its Common Stock (including any such reclassification or change in connection with a consolidation or merger in which the Company is the surviving corporation), the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall be paid in adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company or other property which the Holder 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 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 the record date, if any, for such event.
(b) If the Company shall issue rights, options or warrants to all holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current market price per share of Common Stock, the Purchase Price number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant 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 the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase in effect immediately prior to connection with such subdivision rights, options or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate exercise price for the total number of shares of Common Stock issuable upon exercise of such rights, options or warrants would purchase at the current market price per share of Common Stock (as determined pursuant to paragraph (d) below) at such record date of date. Such adjustment shall be made whenever such dividend rights, options or warrants are issued, and shall simultaneously with the effectiveness of such subdivision or become effective immediately after the record date for the determination of stockholders entitled to receive such dividend be proportionately reduced. rights, options or warrants.
(c) If outstanding the Company shall distribute to all holders of its shares of Common Stock (including any distribution made in connection with a merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash, dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) 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 Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be combined into a smaller determined by multiplying the number of sharesWarrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as determined pursuant to paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as reasonably determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the 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 determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 6.1, the Purchase Price in effect immediately current market price per share of Common Stock at any date shall be the volume weighted average of the daily closing prices for the 20 consecutive trading days ending one trading day prior to such combination shall, simultaneously with the effectiveness date of such combinationcomputation. The closing price for each day shall be the last reported sales 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 each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the last sale price of the Common Stock on the OTC Bulletin Board, or any comparable system. If the current market price of the Common Stock cannot be proportionately increased. When any so determined, the Board of Directors of the Company shall reasonably determine the current market price on the basis of such quotations as are available.
(e) No adjustment is required to be made in the Purchase Price, number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Warrant paragraph (e) are not required to be made shall be changed to carried forward and taken into account in the number determined by dividing (i) an amount equal determination of any subsequent adjustment. All calculations shall be made with respect to the number of shares issuable Warrant Shares purchasable hereunder, to the nearest tenth of a share and with respect to the Warrant Price payable hereunder, to the nearest whole cent.
(f) Whenever the number of Warrant Shares purchasable upon the exercise of this each Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of each Warrant shall be adjusted by multiplying such Warrant 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 Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price denominator shall be the number of Warrant Shares purchasable immediately thereafter.
(g) No adjustment in effect immediately the number of Warrant Shares purchasable upon the exercise of each Warrant need be made under paragraphs (b) and (c) if the Company issues or distributes to each Holder of Warrants the rights options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which each Holder of Warrants would have been entitled to receive had the Warrants been exercised prior to the happening of such adjustmentevent or the record date with respect thereto. No adjustment need be made for a change in the par value of the Warrant Shares.
(h) For the purpose of this Section 6, by the term “Common Stock” shall mean (i) the Series B common stock of the Company at the date of this Agreement, (ii) any other series or class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value, or (iii) the Purchase Series A common stock, par value $0.0001 per share, of the Company at any time after all outstanding shares of Series B Common Stock have been converted into shares of Series A Common Stock, or (iv) any other series or class of stock resulting from successive changes or reclassifications of Series A common stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value after all outstanding shares of Series B Common Stock have been converted into shares of Series A Common Stock. 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 securities 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 Warrant Price of such shares, shall be subject to adjustment from time to time in effect immediately after a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (i), inclusive, and the provisions of Section 6.3 and Section 8, with respect to the Warrant Shares, shall apply on like terms to any such adjustmentother securities.
(bi) If there shall occur any capital reorganization or reclassification of Upon the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part expiration of any rights, options, warrants or conversion or exchange privileges that result in an adjustment pursuant to this Section 6.1, if any thereof shall not have been exercised, the Warrant Price and the number of Warrant Shares purchasable upon the exercise of each Warrant shall, upon such reorganizationexpiration, reclassification, consolidation, merger be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or salehad the original adjustment not been required, as the case may be, lawful provision shall be made so that ) as if (A) the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of only shares of Common Stock which so issued were then purchasable the shares of Common Stock, if any, actually issued or sold upon the exercise of this Warrant. In any such caserights, appropriate adjustment options, warrants or conversion or exchange rights and (as reasonably determined in good faith B) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Board of Directors of Company upon such exercise plus the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrantaggregate consideration, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicableif any, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, actually received by the Company shall promptly mail to for the Registered Holder a certificate setting forth the Purchase Price after issuance, sale or grant of all such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock rights, options, warrants or other securities conversion or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) exchange rights whether or (b) abovenot exercised.
Appears in 6 contracts
Sources: Stock and Warrant Purchase Agreement (Asterias Biotherapeutics, Inc.), Asset Contribution Agreement (Geron Corp), Warrant Agreement (Asterias Biotherapeutics, Inc.)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be paid in respect adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common StockStock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the Purchase numerator of which is shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization or reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange, Nasdaq the Bulletin Board or such other quotation system or association, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed.
(d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the application case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.
(e) In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Warrant Shares contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(cf) When To the extent permitted by applicable law and the listing requirements of any adjustment stock market or exchange on which the Common Stock is required then listed, the Company from time to time may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board shall have made a determination that such decrease would be made in the Purchase Pricebest interests of the Company, which determination shall be conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall promptly mail provide written notice thereof to the Registered Holder a certificate setting forth Warrantholder at least five (5) days prior to the Purchase date the decreased Warrant Price after takes effect, and such adjustment notice shall state the decreased Warrant Price and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into period during which this Warrant shall it will be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveeffect.
Appears in 5 contracts
Sources: Warrant Agreement (Ardmore Holding CORP), Warrant Agreement (Yayi International Inc), Warrant Agreement (Ardmore Holding CORP)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this each Warrant shall be changed is subject to adjustment from time to time upon the number determined by dividing occurrence of any of the events enumerated below.
(a) In case the Company shall: (i) an amount equal to the pay a dividend in Shares, (ii) subdivide its outstanding Shares into a greater number of Shares, (iii) combine its outstanding Shares into a smaller number of Shares, or (iv) issue, by reclassification of its Shares, any shares issuable of its capital stock, the amount of Shares purchasable upon the exercise of this each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to the record date, in the case of such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)dividend, or any consolidation or merger of the Company with or into another corporationeffective date, or a transfer of all or substantially all of in the assets of the Company, then, as part case of any such reorganizationsubdivision, combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made whenever any of such events shall occur, consolidation, merger but shall become effective retroactively after such record date or salesuch effective date, as the case may be, lawful provision as to Warrants exercised between such record date or effective date and the date of happening of any such event.
(b) No adjustment shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter nearest one-hundredth of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warranta Share.
(c) When any No adjustment is required to shall be made in any of the Purchase Pricefollowing cases:
(i) Upon the grant or exercise of stock options now or hereafter granted, the Company shall promptly mail or under any employee stock option or stock purchase plan now or hereafter authorized, to the Registered Holder a certificate setting forth extent that the Purchase Price after such adjustment and setting forth a brief statement aggregate of the facts requiring number of Shares which may be purchased under such adjustment. Such certificate shall also set forth options and the kind and amount number of Shares issued under such employee stock purchase plan is less than or other securities equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or property into which this Warrant shall be exercisable following exercise;
(ii) Shares issued upon the occurrence conversion of any of the events specified Company's convertible or exchangeable securities;
(iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and
(iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.
Appears in 5 contracts
Sources: Share Exchange Agreement (Velvet Rope Special Events, Inc.), Warrant Agreement (Velvet Rope Special Events, Inc.), Warrant Agreement (Virtual Closet, Inc.)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed subject to adjustments as follows:
(a) In case the number determined by dividing Company shall (i) an amount equal pay a dividend on Common Stock in Common Stock or securities convertible into, exchangeable for or otherwise entitling a holder thereof to receive Common Stock, (ii) declare a dividend payable in cash on its Common Stock and at substantially the same time offer its shareholders a right to purchase new Common Stock (or securities convertible into, exchangeable for or other entitling a holder thereof to receive Common Stock) from the proceeds of such dividend (all Common Stock so issued shall be deemed to have been issued as a stock dividend), (iii) subdivide its outstanding shares of Common Stock into a greater number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentCommon Stock, multiplied (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets Common Stock of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable issuable upon the exercise of the Warrants immediately prior thereto shall be adjusted so that the holders of the Warrants shall be entitled to receive after the happening of any of the events described above that number and kind of shares as the holders would have received had such Warrants been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Warrant. subdivision shall become effective immediately after the close of business on the record date in the case of a stock dividend and shall become effective immediately after the close of business on the effective date in the case of a stock split, subdivision, combination or reclassification.
(b) In any case the Company shall distribute, without receiving consideration therefor, to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends other than as described in Section (8)(a)(ii)), then in such case, appropriate adjustment the number of shares of Common Stock thereafter issuable upon exercise of the Warrants shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of the Warrants, by a fraction, of which the numerator shall be the closing bid price per share of Common Stock on the record date for such distribution, and of which the denominator shall be the closing bid price of the Common Stock less the then fair value (as reasonably determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed per share of Common Stock. Such adjustment shall be made in whenever any such distribution is made and shall become effective immediately after the application record date for the determination of the provisions set forth herein with respect stockholders entitled to the rights and interests thereafter of the Registered Holder of this Warrant, receive such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantdistribution.
(c) When any Any adjustment is in the number of shares of Common Stock issuable hereunder otherwise required to be made by this Section 8 will not have to be adjusted if such adjustment would not require an increase or decrease in one percent (1%) or more in the Purchase Pricenumber of shares of Common Stock issuable upon exercise of the Warrant. No adjustment in the number of Shares purchasable upon exercise of this Warrant will be made for the issuance of shares of capital stock to directors, employees or independent Warrantors pursuant to the Company's or any of its subsidiaries' stock option, stock ownership or other benefit plans or arrangements or trusts related thereto or for issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under such plan.
(d) Whenever the number of shares of Common Stock issuable upon the exercise of the Warrants is adjusted, as herein provided the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the exercise of each share of the Warrants immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable immediately thereafter.
(e) The Company from time to time by action of its Board of Directors may decrease the Warrant Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board of Directors of the Company in its sole discretion shall have made a determination that such decrease would be in the best interest of the Company, which determination shall be conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement holders of record of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any Warrants a notice of the events specified decrease at least fifteen (15) days prior to the date the decreased Warrant Price takes effect, and such notice shall state the decreased Warrant Price and the period it will be in subsection 2(a) or (b) aboveeffect.
Appears in 5 contracts
Sources: Common Stock Purchase Agreement (3si Holdings Inc), Investment Agreement (Invisa Inc), Common Stock Purchase Agreement (World Shopping Network Inc/Nv)
Adjustments. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustments as follows:
(a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock shall be paid or make a distribution to its stockholders in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock shall be combined into a smaller number of sharesshares of Common Stock, or (iv) issue by classification of its Common Stock other securities of the Company, then in any of the foregoing cases, the Purchase Price in effect number of Warrant Shares purchasable upon exercise of the Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company that it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to such combination shallthe happening of the event or any record date with respect thereto. Any adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the effective date of the event retroactive to the record date, simultaneously with if any, for the effectiveness event.
(b) If the Company shall issue rights, options, warrants, or convertible securities to all or substantially all holders of such combinationits Common Stock, without any charge to the holders, entitling them to subscribe for or purchase Common Stock at a price per share that is lower at the record date mentioned below than the then Current Market Price, the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be proportionately increaseddetermined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of the rights, options, warrants or convertible securities, plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of the rights, options, warrants, or convertible securities, plus the number of shares of Common Stock that the aggregate offering price of the total number of shares offered would purchase at the Current Market Price as of the record date. When any The adjustment is required to shall be made whenever rights, options, warrants, or convertible securities are issued, and shall become effective immediately and retroactively to the record date for the determination of stockholders entitled to receive the rights, options, warrants, or convertible securities.
(c) If the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in subsection 4.1(b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the then Current Market Price on the date of distribution, and the denominator of which shall be the Current Market Price on the date of distribution minus the then fair value (determined as provided in subparagraph (e) below) of the portion of the assets or evidences of indebtedness so distributed or of the subscription rights, options, warrants, or convertible securities applicable to one share. The adjustment shall be made whenever any distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive the distribution.
(d) No adjustment in the Purchase Pricenumber of Warrant Shares purchasable pursuant to this Warrant shall be required unless the adjustment would require an increase or decrease of at least one percent in the number of Warrant Shares then purchasable upon the exercise of this Warrant or, if this Warrant is not then exercisable, the number of Warrant Shares purchasable upon the exercise of this Warrant on the first date thereafter that this Warrant becomes exercisable; provided, however, that any adjustments which by reason of this subsection (4.1(d)) are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment.
(ie) an amount equal to Whenever the number of shares issuable Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, thenis adjusted, as part of any such reorganizationherein provided, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder Exercise Price payable upon exercise of this Warrant shall have be adjusted by multiplying the right thereafter Exercise Price immediately prior to receive the adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise hereof of the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, Warrant immediately prior to any such reorganizationthe adjustment, reclassification, consolidation, merger or sale, as and the case may be, such Registered Holder had held denominator of which shall be the number of shares Warrant Shares so purchasable immediately thereafter.
(f) Whenever the number of Common Stock which were then Warrant Shares purchasable upon exercise of this Warrant is adjusted as herein provided, the Company shall cause to be promptly mailed to the Warrantholder by first class mail, postage prepaid, notice of the adjustment and a certificate of the chief financial officer of the Company setting forth the number of Warrant Shares purchasable upon the exercise of this Warrant. In any such caseWarrant after the adjustment, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate the adjustment and the computation by which the adjustment was made.
(g) For the purpose of this Section 4.1, the term "Common Stock" shall also set forth mean (i) the kind and amount class of stock designated as the Common Stock of the Company as of the Issue Date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of the Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. If, at any time, as a result of an adjustment made pursuant to this Section 4, the Warrantholder shall become entitled to purchase any securities of the Company other than Common Stock, then (y) if the Warrantholder's right to purchase is on any other basis than that available to all holders of the Company's Common Stock, the Company shall obtain an opinion of an independent investment banking firm valuing the other securities or property into which and (z) thereafter the number of other securities so purchasable upon exercise of this Warrant shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Warrant Shares contained in subsection 2(a) or (b) abovethis Section 4.
Appears in 5 contracts
Sources: Warrant Agreement (Molecular Diagnostics Inc), Warrant Agreement (Molecular Diagnostics Inc), Warrant Agreement (Molecular Diagnostics Inc)
Adjustments. Subject and pursuant to the provisions of this Section (af), the Option Price and number of Common Shares subject to this Option shall be subject to adjustment from time to time as set forth hereinafter.
(A) If the Company shall, at any time, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares Shares by recapitalization, reclassification, split up thereof, or a dividend in Common Stock shall be paid in respect of Common Stockother such issuance without additional consideration, the Purchase appropriate Option Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If decreased, and if the Company shall at any time combine the outstanding shares of Common Stock shall be combined into a smaller number of sharesShares by recapitalization, reclassification or combination thereof, the Purchase Option Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any Any such adjustment is required to be made the Option Price or the corresponding adjustment to the Option Price shall become effective at the close of business on the record date for such subdivision or combination.
(B) In the event that prior to the expiration date of this Option the Company adopts a resolution to merge, consolidate, or sell percentages in the Purchase Priceall of its assets, the number of Warrant Shares purchasable each Option holder upon the exercise of this Warrant shall his Option will be changed entitled to receive the same treatment as a holder of any other share of Common Stock. In the event the Company adopts a resolution for the liquidation, dissolution, or winding up of the Company's business, the Company will give written notice of such adoption of a resolution to the number determined by dividing Holder of this Option. Thereupon all liquidation and dissolution rights under this Option will terminate at the end of thirty (i30) an amount equal days from the date of the notice to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by extent not exercised within those thirty (ii30) the Purchase Price in effect immediately after such adjustmentdays.
(bC) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value capital stock of the Company or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or a transfer of all assets with respect to or substantially all of the assets of the Companyin exchange for Common Stock, then, as part a condition of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter and until the expiration date to receive upon the exercise hereof such Option for the kind and amount of stock, securities, cash or assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of stock or other securities or property Common Stock for the purchase of which such Registered Holder would Option might have been entitled to receive if, exercised immediately prior to any such reorganization, reclassification, consolidation, merger or sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section (f).
(D) In case may beat any time the Company shall declare a dividend or make any other distribution upon any stock of the Company payable in Common Stock, then such Registered Holder had held Common Stock issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration.
(E) Upon any adjustment of the appropriate respective Option Price as hereinabove provided, the number of Common Shares issuable upon exercise of each class of Option shall be changed to the number of shares determined by dividing (i) the aggregate Option Price payable for the purchase of all shares issuable upon exercise of that class of Option immediately prior to such adjustment by (ii) the appropriate Option Price per share in effect immediately after such adjustment.
(F) No adjustment in the Option Price shall be required under Section (f) hereof unless such adjustment would require an increase or decrease in such price of at least 25% provided, however, that any adjustments which by reason of the foregoing are not required at the time to be made shall be carried forward and taken into account and included in determining the amount of any subsequent adjustment, and provided further, however, that in case the Company shall at any time subdivide or combine the outstanding Common Stock Shares as a dividend, said amount of 25% per share shall forthwith be proportionately increased in the case of a combination or decreased in the case of a subdivision or stock dividend so as to appropriately reflect the same.
(G) On the effective date of any new Option Price the number of shares as to which were then purchasable upon any Option may be exercised shall be increased or decreased so that the total sum payable to the Company on the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) Option shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantremain constant.
(cH) When The form of Option need not be changed because of any adjustment change pursuant to this Article, and Options issued after such change may state the Option Price and the same number of shares as is required to be made stated in the Purchase PriceOptions initially issued pursuant to this Option. However, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into may at any time in its sole discretion (which this Warrant shall be exercisable following conclusive) make any change in the occurrence form of Option that the Company may deem appropriate and that does not affect the substance thereof, and any of Option thereafter issued or countersigned, whether in exchange or substitution for an outstanding Option or otherwise, may be in the events specified in subsection 2(a) or (b) aboveform as so changed.
Appears in 4 contracts
Sources: Executive Employment Agreement (Capital Gold Corp), Executive Employment Agreement (Capital Gold Corp), Executive Employment Agreement (Capital Gold Corp)
Adjustments. (a) If outstanding the Company shall (i) pay a dividend or make any other distribution with respect to its Common Stock which consists in whole or in part of shares of the Company's its Common Stock, (ii) subdivide or reclassify its Common Stock shall be subdivided into a greater number of shares or a dividend in (iii) combine or reclassify its Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller lesser number of shares, then in each of clause (i), (ii) and (iii), the Purchase Price in effect Conversion Rate shall be adjusted (regardless of whether or not actual conversion at such time would be permissible under Section 4 hereof) so that a holder of any shares of Series B Preferred Stock thereafter converted shall be entitled to receive the number and kind of other securities that such holder of Series B Preferred Stock would have owned or been entitled to receive after the happening of such dividend, subdivision, combination, or other reclassification had such shares of Series B Preferred Stock been converted immediately prior to such combination shall, simultaneously with the effectiveness happening of such combinationreclassification or any record date with respect thereto. An adjustment made pursuant to this Section shall become effective on the date of the dividend payment, subdivision, combination or issuance and shall be proportionately increasedapplied from the record date with respect thereto, if any, for such event. When any Such adjustment is required to shall be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentsuccessively.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationshall be a party to any transaction, or including a transfer merger, consolidation, sale of all or substantially all of the assets Company’s assets, reorganization, liquidation or recapitalization of the CompanyCommon Stock (each of the foregoing being referred to as a “Transaction”), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), then, as part of any in connection with such reorganizationTransaction, reclassification, consolidation, merger or sale, as the case may be, lawful Company shall make provision shall for the Series B Preferred Stock to be made so that converted into the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or and other securities or property which such Registered Holder would have been entitled and the right to receive if, the property receivable (including cash) by a holder of that number of shares of Common Stock into which one share of Series B Preferred Stock was convertible immediately prior to any such reorganization, reclassification, consolidation, merger Transaction (regardless of whether or sale, not actual conversion into Common Stock at such time would be permissible under Section 4 hereof) and upon consummation of the Transaction the Series B Preferred Stock shall be automatically converted into such amount of stock and other securities and the right to receive property at the same time and in the same manner as the Common Stock is so converted (or as promptly as practicable thereafter). Any shares of stock and other securities and property shall be payable to the holder upon surrender of the shares of Series B Preferred Stock or as otherwise provided for as if such delivery were of Common Stock pursuant to Section 5(a). The Company shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this Section.
(c) Notwithstanding the foregoing, in any case in which this Section 5 provides that an adjustment shall become effective immediately after a record date for an event, the Company may bedefer until the occurrence of such event issuing to the holder of any shares of Series B Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion before giving effect to such adjustment.
(d) If the Company shall take any action affecting the shares of Common Stock, such Registered Holder had held other than any action described in this Section 5, which in the reasonable opinion of the Board of Directors would adversely affect the conversion rights of the holders of Series B Preferred Stock, then the number of shares of Common Stock which were then purchasable upon that a share of Series B Preferred Stock is convertible into immediately before such action shall be adjusted, to the exercise of this Warrant. In any extent permitted by applicable law or regulation, in such case, appropriate adjustment (manner and at such time as reasonably determined in good faith by the Board of Directors may determine in good faith to be equitable in the circumstances. Any such determinations shall be memorialized in writing and shall be maintained on file at the Company’s principal executive office and shall be made available to any stockholder upon request.
(e) Whenever the number of shares of Common Stock into which one share of Series B Preferred Stock is convertible is adjusted as herein provided, the chief financial officer of the Company or his or her designee(s) shall compute the required adjustment in accordance with the foregoing provisions and shall prepare a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. A copy of such certificate shall be filed promptly with the Conversion Agent and mailed to each holder of shares of Series B Preferred Stock at such holder’s last address as shown on the stock books of the Company.
(f) The Company shall be made not, without the consent of a majority of the shares of the outstanding Series B Preferred Stock, voting separately as a class, make a publicly-announced tender offer for its Common Stock unless the Company provides to all holders of the Series B Preferred Stock the right to participate in the application tender offer on the same terms and conditions as holders of Common Stock, provided that any Series B Preferred Stock tendered shall receive, upon surrender of the provisions set forth herein Series B Preferred Stock to the Company, the consideration payable with respect to the rights and interests thereafter number of shares of Common Stock into which the Series B Preferred Stock so tendered would be convertible at the time immediately prior to the consummation of the Registered Holder tender offer (regardless of this Warrant, whether or not actual conversion at such that the provisions set forth in this time would be permissible under Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant4 hereof).
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 4 contracts
Sources: Lowcal Agreements (Cellteck Inc.), Series B Convertible Preferred Stock Purchase Agreement (Cellteck Inc.), Series B Convertible Preferred Stock Purchase Agreement (Cellteck Inc.)
Adjustments. (a) If Subject and pursuant to the provisions of this subsection F, the Conversion Price shall be subject to adjustment from time to time only as set forth hereinafter:
i. In case USA shall declare a Common Stock dividend on the Common Stock, then the Conversion Price shall be proportionately decreased as of the close of business on the date of record of said Common Stock dividend in proportion to such increase of outstanding shares of the Company's Common Stock.
ii. If USA shall at any time subdivide its outstanding Common Stock shall be subdivided into a greater number of shares by recapitalization, reclassification or a dividend in Common Stock shall be paid in respect of Common Stocksplit-up thereof, the Purchase Conversion Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If decreased, and, if USA shall at any time combine the outstanding shares of Common Stock shall be combined into a smaller number of sharesby recapitalization, reclassification, reverse stock split, or combination thereof, the Purchase Conversion Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any Any such adjustment is required to be made in the Purchase Price, Conversion Price shall become effective at the number close of Warrant Shares purchasable upon business on the exercise of this Warrant record date for such subdivision or combination. The Conversion Price shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization proportionately increased or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or saledecreased, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter in proportion to receive upon the exercise hereof the kind and amount of shares of stock such increase or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or saledecrease, as the case may be, such Registered Holder had held the number of outstanding shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantStock.
(c) When any adjustment iii. Whenever the Conversion Price is required to be made in the Purchase Priceadjusted as herein provided, the Company USA shall promptly mail to the Registered Holder registered holder of this Convertible Senior Note a certificate statement signed by an officer of USA setting forth the Purchase Price after such adjusted Conversion Price, determined as so provided.
iv. This form of Certificate need not be changed because of any adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which is required pursuant to this Warrant Section F. However, USA may at any time in its sole discretion (which shall be exercisable following conclusive) make any change in the occurrence form of this Certificate that USA may deem appropriate and that does not affect the substance hereof; and any of Certificate thereafter issued, whether in exchange or substitution for this Certificate or otherwise, may be in the events specified in subsection 2(a) or (b) aboveform as so changed.
Appears in 4 contracts
Sources: Convertible Senior Note (Usa Technologies Inc), Convertible Senior Note (Usa Technologies Inc), Convertible Senior Note (Usa Technologies Inc)
Adjustments. Subject and pursuant to the provisions of this ----------- Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Price in effect Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately after prior to such adjustmentevent. Such adjustment shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the assets of the Company's properties to another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder properties as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this Warrantparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) When any adjustment is required to be made in the Purchase Price, In case the Company shall promptly mail fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock (as determined pursuant to Section 3), less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock. Such adjustment shall be made successively whenever such a payment date is fixed.
(d) If pursuant to the Registered Holder a certificate setting forth Purchase Agreement by and between the Company and the Investor named therein dated June 8, 1999 (the "Purchase Agreement") there is an adjustment to the Purchase Price under Section 7.1(a), then the Warrant Price shall be reduced to a price equal to 110% of such per share adjusted Purchase Price. Such adjustments shall be made successively whenever required.
(e) An adjustment shall become effective immediately after such the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.
(f) In the event that, as a result of an adjustment and setting forth a brief statement made pursuant to Section 8(a), the holder of the facts requiring Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such adjustment. Such certificate shall also set forth other shares so receivable upon exercise of the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Warrant Shares contained in subsection 2(a) or (b) abovethis Warrant.
Appears in 4 contracts
Sources: Warrant Agreement (Cambridge Heart Inc), Warrant Agreement (Cambridge Heart Inc), Warrant Agreement (Cambridge Heart Inc)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection Section 2(a) aboveof this Warrant), or any consolidation or merger of the Company with or into another corporationcorporation pursuant to which such other corporation agrees to assume the obligations of the Company under this Warrant, or a transfer of all or substantially all of the assets of the CompanyCompany pursuant to which the transferee agrees to assume the obligations of the Company under this Warrant, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the CompanyBoard) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. If there shall occur any consolidation or merger of the Company with or into another corporation pursuant to which such other corporation does not agree to assume the obligations of the Company under this Warrant or a transfer of all or substantially all of the assets of the Company pursuant to which the transferee does not agree to assume the obligations of the Company under this Warrant, to the extent not then exercised, this Warrant shall immediately (other than with respect to the restrictions on transfer set forth in Section 4 of this Warrant, the rights of the Company pursuant to Section 11 of this Warrant and the lock-up provisions of Section 12 of this Warrant) be deemed cancelled, all rights of the Registered Holder hereunder shall be null and void and no Warrant Shares may be issued hereunder. With respect to any notice provided to the Registered Holder pursuant to Section 7 of this Warrant in case of such a consolidation or merger of the Company or of such a sale of all or substantially all of the assets of the Company, where the surviving corporation or the transferee, respectively, does not agree to assume the obligations of the Company under this Warrant, such notice shall so specify that the surviving corporation or the transferee, respectively, does not agree to assume the obligations of the Company under this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection Sections 2(a) or (b2(b) aboveof this Warrant.
Appears in 4 contracts
Sources: Common Stock Purchase Warrant (Switchboard Inc), Warrant Agreement (Switchboard Inc), Warrant Agreement (Switchboard Inc)
Adjustments. (a) If outstanding shares The Purchase Price, the number and kind of securities, cash or other property obtainable upon exercise of each Right and the Company's Common Stock shall be subdivided into a greater number of shares or Rights outstanding are subject to adjustment from time to time as provided in this Section 11.
(i) In the event the Company shall at any time after the date of this Rights Agreement (A) declare a dividend on the Common Shares payable in Common Stock shall be paid in respect of Shares, (B) subdivide the outstanding Common StockShares, (C) combine the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesCommon Shares or (D) issue any shares of its capital stock in a reclassification of Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e), the Purchase Price Price, as in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such combination shalldate and at a time when the Common Shares transfer books of the Company were open, simultaneously with the effectiveness such holder would have owned upon such exercise and been entitled to receive by virtue of such combinationdividend, be proportionately increased. When any adjustment is required subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be made in the Purchase Price, the number of Warrant Shares purchasable paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Warrant Section 11(a)(i) shall be changed in addition to, and shall be made prior to, any adjustment required pursuant to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by Section 11(a)(ii).
(ii) In the Purchase Price in effect immediately after such adjustment.
(b) If there event any Person, alone or together with its Affiliates or Associates, shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)become an Acquiring Person, or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful then proper provision shall be made so that the Registered Holder holder of a Right (except as provided below and in Section 7(e)) shall, for a period of 60 days after the later of the occurrence of any such event or the effective date of an appropriate registration statement under the Securities Act pursuant to Section 9, have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price, in accordance with the terms of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may beRights Agreement, such Registered Holder had held the number of shares of Common Stock which were Shares (or, in the discretion of the Board, preferred shares) as shall equal the result obtained by (x) multiplying the then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith current Purchase Price by the Board number of Directors Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, and dividing that product by (y) 50% of the then Current Market Price per share of the Company) shall be made in 's Common Shares on the application date of such first occurrence (such number of shares being referred to as the provisions set forth herein with respect "Adjustment Shares"); provided, however, that if the transaction that would otherwise give rise to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any foregoing adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.subject to
Appears in 4 contracts
Sources: Rights Agreement (Oregon Metallurgical Corp), Rights Agreement (Oregon Metallurgical Corp), Rights Agreement (Oregon Metallurgical Corp)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant Option shall be changed subject to adjustments as follows:
(a) In case the number determined by dividing Company shall (i) an amount equal pay a dividend on Common Stock in Common Stock or securities convertible into, exchangeable for or otherwise entitling a holder thereof to receive Common Stock, (ii) declare a dividend payable in cash on its Common Stock and at substantially the same time offer its shareholders a right to purchase new Common Stock (or securities convertible into, exchangeable for or other entitling a holder thereof to receive Common Stock) from the proceeds of such dividend (all Common Stock so issued shall be deemed to have been issued as a stock dividend), (iii) subdivide its outstanding shares of Common Stock into a greater number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentCommon Stock, multiplied or (iv) issue by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets Common Stock of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable issuable upon the exercise of this Warrant. the Options immediately prior thereto shall be adjusted so that the holders of the Options shall be entitled to receive after the happening of any of the events described above that number and kind of shares as the holders would have received had such Options been converted immediately prior to the happening of such event or any record date with respect thereto.
(b) In any case the Company shall distribute, without receiving consideration therefor, to all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends other than as described in Section (8)(a)(ii)), then in such case, appropriate adjustment the number of shares of Common Stock thereafter issuable upon exercise of the Options shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of the Options, by a fraction, of which the numerator shall be the closing bid price per share of Common Stock on the record date for such distribution, and of which the denominator shall be the closing bid price of the Common Stock less the then fair value (as reasonably determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed per share of Common Stock. Such adjustment shall be made in whenever any such distribution is made and shall become effective immediately after the application record date for the determination of the provisions set forth herein with respect stockholders entitled to the rights and interests thereafter of the Registered Holder of this Warrant, receive such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantdistribution.
(c) When any Any adjustment is in the number of shares of Common Stock issuable hereunder otherwise required to be made by this Section 8 will not have to be adjusted if such adjustment would not require an increase or decrease in one percent (1%) or more in the Purchase Pricenumber of shares of Common Stock issuable upon exercise of the Option. No adjustment in the number of Shares purchasable upon exercise of this Option will be made for the issuance of shares of capital stock to directors, employees or independent Optionors pursuant to the Company’s or any of its subsidiaries’ stock option, stock ownership or other benefit plans or arrangements or trusts related thereto or for issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under such plan.
(d) Whenever the number of shares of Common Stock issuable upon the exercise of the Options is adjusted, as herein provided, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the exercise of each share of the Options immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable immediately thereafter.
(e) The Company from time to time by action of its Board of Directors may decrease the Exercise Price by any amount for any period of time if the period is at least twenty (20) days, the decrease is irrevocable during the period and the Board of Directors of the Company in its sole discretion shall have made a determination that such decrease would be in the best interest of the Company, which determination shall be conclusive. Whenever the Exercise Price is decreased pursuant to the preceding sentence, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement holders of record of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any Options a notice of the events specified decrease at least fifteen (15) days prior to the date the decreased Exercise Price takes effect, and such notice shall state the decreased Exercise Price and the period it will be in subsection 2(a) or (b) aboveeffect.
Appears in 4 contracts
Sources: Consulting Agreement (Skye International, Inc), Consulting Agreement (Skye International, Inc), Stock Option Agreement (Skye International, Inc)
Adjustments. The Exercise Price and the number of Shares for which this Warrant is exercisable as hereinabove provided shall be subject to adjustments as follows:
(a) If In case the Corporation shall (i) pay a dividend on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined into a smaller lesser number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness or (iv) issue by reclassification of such combination, be proportionately increased. When its shares of Common Stock any adjustment is required to be made in the Purchase Priceshares of its capital stock, the number of Warrant Shares purchasable upon the exercise of this Warrant in effect immediately prior thereto and the Exercise Price, in each case, shall be changed adjusted so that the Holder shall be entitled to receive, upon exercise of this Warrant, the number determined by dividing (i) an amount equal to the aggregate number of shares issuable upon Shares which such Holder would have owned or have been entitled to receive after the exercise happening of such event, at the aggregate Exercise Price that such Holder would have paid, in each case, had such Holder exercised this Warrant immediately prior to the record date in the case of such adjustmentdividend or the effective date in the case of any such subdivision, multiplied by combination or reclassification. In addition, in the Purchase Price case (x) the Corporation shall pay a dividend on the Common Stock in effect assets (other than cash or Common Stock) or (y) the Common Stock is or becomes converted into any other security or asset, then the Shares to which the Holder is entitled shall include such other security or assets that the Holder would have owned or have been entitled to receive after the happening of such event had such Holder exercised this Warrant immediately prior to the record date in the case of such adjustment, by (ii) dividend or the Purchase Price effective date in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part case of any such reorganizationconversion. An adjustment made pursuant to this subsection (a) shall be made whenever any such events shall happen, reclassification, consolidation, merger but shall become effective retroactively after such record date or salesuch effective date, as the case may be, lawful provision as to portion of this Warrant exercised between such record date or effective date and the date of happening of any such event.
(b) All adjustments under this Section 7 shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantnearest cent.
(c) When In case at any adjustment is required to be made time conditions arise by reason of action taken by the Corporation which, in the Purchase opinion of its board of directors or in the opinion of the Holder, are not adequately covered by the other provisions of this Section 7 and which might materially and adversely affect the rights of the Holder, then the board of directors of the Corporation shall appoint a firm of independent certified public accountants of recognized national standing, who may be the accountants then auditing the books of the Corporation. Such accountant shall determine the adjustment, if any, on a basis consistent with the standards established in the other provisions of this Section 5, necessary with respect to the Exercise Price or adjusted Exercise Price, as so to preserve, without dilution, the Company exercise rights of the Holder. Upon receipt of such opinion, the board of directors of the Corporation shall promptly mail forthwith make the adjustments described in such report. In this regard, the Corporation shall be deemed to have undertaken a fiduciary duty with respect to the Registered Holder Holder.
(d) Whenever the Exercise Price or the number of Shares is adjusted as herein provided, the Corporation shall prepare a certificate signed by the chief financial officer of the Corporation setting forth the Purchase adjusted Exercise Price after and the adjusted number of Shares and showing in reasonable detail the facts upon which such adjustment and setting forth is based. As promptly as practicable, the Corporation shall cause a brief statement copy of the facts requiring such adjustment. Such certificate shall also set forth referred to in this subsection (d) to be mailed to the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveHolder.
Appears in 4 contracts
Sources: Warrant Agreement (IndiePub Entertainment, Inc.), Warrant Agreement (Zoo Entertainment, Inc), Warrant Agreement (Zoo Entertainment, Inc)
Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below.
(a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event.
(b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued.
(c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the Nasdaq SmallCap Market, the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year.
(d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share.
(e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases:
(i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise;
(ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities;
(iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and
(iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.
Appears in 4 contracts
Sources: Warrant Agreement (Innovative Medical Services), Warrant Agreement (Innovative Medical Services), Warrant Agreement (Shannon International Inc)
Adjustments. Subject and pursuant to the provisions of this Section 11, the Warrant Price and number of Common Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall at any time subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares Shares by recapitalization, reclassification, split-up thereof, or a dividend in Common Stock shall be paid in respect of Common Stockother such issuance without additional consideration, the Purchase Warrant Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock shall be combined into a smaller number of sharesShares by recapitalization, reclassification or combination thereof, the Purchase Warrant Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any Any such adjustment is required to be made in the Purchase Warrant Price, or the corresponding adjustment to the number of Warrant Common Shares purchasable upon the exercise of this Warrant Warrants, shall be changed to become effective at the number determined by dividing (i) an amount equal to close of business on the number of shares issuable upon the exercise of this Warrant immediately prior to record date for such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentsubdivision or combination.
(b) In the event the Company adopts a resolution for the liquidation, dissolution, or winding up of the Company's business, the Company will give written notice of such adoption of a resolution to the registered holders of the Warrants. Thereupon all liquidation and dissolution rights under the Warrants will terminate at the end of thirty (30) days from the date of the notice to the extent not exercised within those thirty (30) days.
(c) If there shall occur any capital reorganization or reclassification of the Company's Common Stock of the Company (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) abovevalue), or any consolidation or merger of the Company with or into another corporationcorporation (other than a merger with a subsidiary in which the Company is the surviving entity), or a transfer the sale of all or substantially all of the its assets to another corporation, shall be effected in such a way that holders of the CompanyCommon Stock shall be entitled to receive stock, securities, cash, or assets with respect to or in exchange for Common Stock, then, as part a condition of any such reorganization, reclassification, consolidation, merger or sale, the Company or such successor or purchasing corporation, as the case may be, lawful provision shall be made so execute with the Warrant Agent a supplemental Warrant Agreement providing that the Registered Holder each registered holder of this a Warrant shall have the right thereafter and until the expiration date to receive upon the exercise hereof such Warrant for the kind and amount of stock, securities, cash or assets receivable upon such reorganization, reclassification, consolidation, merger or sale by a holder of the number of shares of stock or other securities or property Common Stock for the purchase of which such Registered Holder would Warrant could have been entitled to receive if, exercised immediately prior to any such reorganization, reclassification, consolidation, merger or sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the case may beadjustments provided for in this Section 11.
(d) Upon any adjustment of the Warrant Price as hereinabove provided, such Registered Holder had held the number of Common Shares issuable upon exercise of a Warrant shall be changed to the number of shares determined by dividing (i) the aggregate Warrant Price payable for the purchase of all shares issuable upon exercise of the Warrant immediately prior to such adjustment by (ii) the Warrant Price per share in effect immediately after such adjustment.
(e) Anything hereinabove to the contrary notwithstanding, no adjustment of the Warrant Price or in the number of Common Shares subject to any Warrant shall be made upon the issuance or sale by the Company of any Common Shares pursuant to the exercise of any warrants which may be issued by the Company pursuant to any underwriting agreement between the Company and any underwriter (including the Underwriter), pursuant to the issuance of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified Warrants, pursuant to any existing stock option plan or any such plan which may be adopted by the Company, pursuant to any merger, reorganization, consolidation, acquisition or other corporate transaction, or otherwise in subsection 2(aconnection with any issuance of securities by the Company, except as specifically identified herein.
(f) No adjustment in the Warrant Price shall be required under this Section 11 unless such adjustment would require an increase or decrease in such price of at least 10%; provided, however, that any adjustments which by reason of the foregoing are not required at the time to be made shall be carried forward and taken into account and included in determining the amount of any subsequent adjustment; and provided further, however, that in case the Company shall at any time subdivide or combine the outstanding Common Shares or issue any additional Common Shares as a dividend, said amount of 10% per share shall forthwith be proportionately increased in the case of a combination or decreased in the case of a subdivision or stock dividend so as to appropriately reflect the same.
(bg) aboveOn the effective date of any new Warrant Price the number of shares as to which any Warrant may be exercised shall be increased or decreased so that the total sum payable to the Company on the exercise of such Warrant shall remain constant.
(h) The form of Warrant need not be changed because of any change pursuant to this Article, and Warrants issued after such change may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this agreement. However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof; and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
Appears in 4 contracts
Sources: Warrant Agreement (Host America Corp), Warrant Agreement (N Gen Solutions Com Inc), Warrant Agreement (N Gen Solutions Com Inc)
Adjustments. The number of Option Shares and the Option Price shall be adjusted as set forth herein:
(ai) If In the event that a stock dividend shall be declared on the Common Stock payable in shares of the Common Stock, the Option Shares shall be adjusted by adding to each Option Share the number of shares which would be distributable thereon if such Option Share had been outstanding on the date fixed for determining the shareholders entitled to receive such stock dividend.
(ii) In the event that the outstanding shares of the Company's Common Stock shall be subdivided changed into or exchanged for a greater different number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities of the Company whether through recapitalization, stock split, combination of shares, or property otherwise, then there shall be substituted for each Option Share the number and kind of shares of stock or the securities into which each outstanding share of the Common Stock shall be so changed or for which each such Registered Holder would have been entitled to receive ifshare shall be exchanged.
(iii) In the event that the outstanding shares of the Common Stock shall be changed into or exchanged for shares of stock or other securities of another corporation, immediately prior to any such whether through reorganization, reclassification, consolidationsale of assets, merger or saleconsolidation in which the Company is the surviving corporation, as then there shall be substituted for each Option Share the case may benumber and kind of shares of stock or the securities into which each outstanding share of the Common Stock shall be so changed or for which each such share shall be exchanged.
(iv) In the event that any sale of shares of Common Stock (except any such sale made pursuant to any right, such Registered Holder had held option, warrant or convertible security outstanding prior to the date of this Agreement), or the issuance of any rights, options, or warrants to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) occurs after the date of this Agreement, which sale or issuance, in the aggregate, will increase the number of shares of Common Stock which were then purchasable outstanding during the Term by Forty percent (40%), then, upon each such sale or issuance, the exercise of this Warrant. In any Employee shall be issued additional Option Shares such casethat, appropriate adjustment (as reasonably determined in good faith when the additional Option Shares are aggregated with the Option Shares heretofore owned by the Board of Directors of Employee, the Company) shall be made in Employee has the application of right to purchase, at the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions same times set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Priceparagraph 4(c), the Company shall promptly mail same percentage of Common Stock at the same price per share as the Employee maintained prior to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock sale or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveissuance.
Appears in 4 contracts
Sources: Employment Agreement (Palatin Technologies Inc), Employment Agreement (Palatin Technologies Inc), Employment Agreement (Palatin Technologies Inc)
Adjustments. (a) If outstanding shares In the event of any Extraordinary Distribution occurring on or after January 1, 1998, for purposes of determining the Company's Common Stock Value of a REIT Share or the AIMCO Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such Extraordinary Distribution shall be subdivided into adjusted by multiplying such price by a greater number fraction (i) the numerator of shares or a dividend in Common Stock which shall be paid in respect the price of Common Stock, a REIT Share on the Purchase Price in effect date immediately prior to such subdivision or at Ex-Date, and (ii) the record date denominator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined (A) the price of a REIT Share on the date immediately prior to such Ex-Date, minus (B) the fair market value on the date fixed for such determination of the portion of the evidences of indebtedness or assets so distributed applicable to one REIT Share (as determined by the General Partner, whose determination shall be conclusive); provided further, that such amount shall be so adjusted for each such Extraordinary Distribution occurring on or after January 1, 1998.
(b) In the event that, on or after January 1, 1998, the Previous General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) splits or subdivides its outstanding REIT Shares, (iii) effects a reverse stock split or otherwise combines its outstanding REIT Shares into a smaller number of sharesREIT Shares, or (iv) otherwise reclassifies its outstanding REIT Shares, then, for purposes of determining the Purchase Price in effect immediately prior to Value of a REIT Share or the AIMCO Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such combination shall, simultaneously with transaction shall be adjusted by multiplying such price by a fraction (x) the effectiveness numerator of such combination, which shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant REIT Shares purchasable upon issued and outstanding on the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to Determination Date for such adjustmentdividend, multiplied by the Purchase Price in effect immediately prior to such adjustmentdistribution, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization split, subdivision, reverse stock split, combination or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided assuming for in subsection 2(a) above)such purposes that such dividend, or any consolidation or merger of the Company with or into another corporationdistribution, or a transfer of all or substantially all of the assets of the Companysplit, thensubdivision, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.reverse
Appears in 3 contracts
Sources: Limited Partnership Agreement (Apartment Investment & Management Co), Limited Partnership Agreement (Aimco Properties Lp), Limited Partnership Agreement (Aimco Properties Lp)
Adjustments. (a) If If, prior to the termination of the Option as provided in Section 4(a) hereof, the number of outstanding shares of the Company's Common Stock shall be subdivided into is increased by a greater number of shares stock split, stock dividend, or a dividend in Common Stock shall be paid in respect of Common Stockother similar event, the Purchase Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend event shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If , and conversely, if the number of outstanding shares of Common Stock shall be combined into is decreased by a smaller number combination or reclassification of shares, or other similar event, the Purchase Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, event shall be proportionately increased. When any Upon each adjustment is required of the Exercise Price, the Optionee shall thereafter be entitled to be made in purchase, at the Purchase PriceExercise Price resulting from such adjustment, the number of Warrant Shares purchasable upon shares obtained by multiplying the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment, by (ii) and rounding down to the Purchase Price in effect immediately after such adjustmentnearest whole share.
(b) If there If, prior to the termination of the Option as provided in Section 4(a) hereof, the Corporation shall occur any capital effect a merger, consolidation, exchange of shares, recapitalization, reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)similar event, or any consolidation shall sell, transfer or merger of the Company with or into another corporation, or a transfer otherwise dispose of all or substantially all of its property, assets or business, and, pursuant to the assets terms of the Company, then, as part of any such reorganization, reclassificationmerger, consolidation, merger exchange of shares, recapitalization, reorganization, or saledisposition of assets, as the case may beproperty or business, lawful provision shares of Common Stock shall be made so that changed into the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock same or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the a different number of shares of Common Stock which were the same or another class or classes of stock or securities of the Corporation, successor or transferee or an affiliate thereof or cash or other property or assets, then the Optionee shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the Option Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant. In the Option, such shares of stock and/or securities, property or cash as may be issued or payable with respect to or in exchange for the number of Option Shares immediately theretofore purchasable and receivable upon the exercise of the Option had such merger, consolidation, exchange of shares, recapitalization or reorganization not taken place, and, in any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provisions shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such Optionee to the end that the provisions set forth in this Section 2 hereof (including including, without limitation, provisions with respect to for adjustment of the Purchase PriceExercise Price and of the number of shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as is reasonably practicable, may be practicable in relation to any shares of stock or other securities securities, property or property cash thereafter deliverable upon the exercise hereof. The provisions of this Warrant.
paragraph shall similarly apply to successive reorganizations, mergers, consolidations or dispositions of assets. Upon any reorganization, consolidation. merger or transfer hereinabove referred to, this Agreement and the Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash receivable upon the exercise of the Option after the consummation of such merger, consolidation, exchange of shares, recapitalization, reorganization or transfer, as the case may be. The Corporation shall not effect any such merger, consolidation, exchange of shares, recapitalization, reorganization or transfer unless, prior to the consummation thereof, the successor corporation (cif other than the Corporation) When any adjustment is required resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the registered holder hereof at the last address of such holder appearing on the books of the Company, (i) assume the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and (ii) agree to be made in bound by all the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement terms of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveAgreement.
Appears in 3 contracts
Sources: Stock Option Agreement (Simione Central Holdings Inc), Stock Option Agreement (Simione Central Holdings Inc), Stock Option Agreement (Simione Central Holdings Inc)
Adjustments. (a) If the outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Shares Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise exercisable of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, or the payment of a liquidating distribution then, as part of any such reorganization, reclassification, consolidation, merger merger, sale or sale, as the case may beliquidating distribution, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof (to the extent, if any, still exercisable) the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger merger, sale or saleliquidating distribution, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, Warrant such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) In any case in which this Section 2 shall require that any adjustment in the number of shares of Warrant Stock or other property for which this Warrant may be exercised be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Registered Holder the amount of Warrant Stock and other property, if any, issuable upon exercise of this Warrant after such record date that is over and above the Warrant Stock and other property, if any, issuable upon exercise of this Warrant as in effect prior to such adjustment; provided that upon request the Company shall deliver to the Registered Holder a due ▇▇▇▇ or other appropriate instrument evidencing the Registered Holder's right to receive such additional shares or property upon the occurrence of the event requiring such adjustment.
(d) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into for which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b2(b) above.
Appears in 3 contracts
Sources: Management Agreement (Ipcs Equipment Inc), Management Agreement (Ipcs Equipment Inc), Management Agreement (Ipcs Equipment Inc)
Adjustments. (a1) If outstanding at any time prior to the exercise of this Warrant in full, the Company shall (A) declare a dividend or make a distribution on the Common Stock payable in shares of the Company's its capital stock (whether shares of Common Stock shall be subdivided or of capital stock of any other class); (B) subdivide, reclassify or recapitalize its outstanding Common Stock into a greater number of shares shares; (C) combine, reclassify or a dividend in recapitalize its outstanding Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares; or (D) issue any shares of its capital stock by reclassification of its Common Stock (excluding any such reclassification in connection with a consolidation or a merger that is subject to Section 3(c)), the Purchase Warrant Price in effect at the time of the record date of such dividend, distribution, subdivision, combination, reclassification or recapitalization shall be adjusted so that the Warrantholder shall be entitled to receive the aggregate number and kind of shares which, if this Warrant had been exercised in full immediately prior to such combination shallevent, simultaneously with the effectiveness it would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination, be proportionately increasedreclassification or recapitalization. When any Any adjustment is required to by this Section 3(a) shall be made successively immediately after the record date, in the Purchase Pricecase of a dividend or distribution, or the effective date, in the case of a subdivision, combination, reclassification or recapitalization, to allow the purchase of such aggregate number and kind of shares.
(2) If at any time prior to the exercise of this Warrant in full, the Company shall make a distribution to all holders of the Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the Warrant Price or the number of shares of Common Stock purchasable upon the exercise of this Warrant, each Warrantholder, upon the exercise hereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or
(3) If at any time prior to the expiration of this Warrant Shares in full, the Company shall issue rights or warrants to all holders of Common Stock as such entitling them to subscribe for or purchase Common Stock at a price per share less than the current Market Price per share (calculated pursuant to Section 1(d) above) on such record date, then, in each such case the number of shares subject to this Warrant thereafter purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to multiplying the number of shares issuable of Common Stock theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants, 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 the date of issuance of such rights or warrants plus the number of shares that the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current Market Price. For purposes of this Section 3(a)(3), the issuance of rights or Warrants to subscribe for or purchase securities convertible into Common Stock shall be deemed to be the issuance of rights or Warrants to purchase the Common Stock into which such securities are convertible at an aggregate offering price equal to the aggregate offering price of such securities plus the minimum aggregate amount (if any) payable upon conversion of such securities into Common Stock.
(4) If at any time prior to the exercise of this Warrant immediately prior in full, the Company shall distribute to such adjustmentall holders of its Common Stock evidence of indebtedness of the Company or assets of the Company (excluding cash dividends or distributions out of earned surplus) or rights or Warrants to subscribe for securities of the Company (excluding those referred to in Sections 3(a)(2) or (3) above), multiplied then in each case the Warrant Price shall be adjusted to a price determined by multiplying the Purchase Warrant Price in effect immediately prior to such adjustmentdistribution by a fraction, of which the numerator shall be the then current Market Price per share of Common Stock (calculated pursuant to Section 1(d) above) on the record date for determination of stockholders entitled to receive such distribution, less the then fair value (as determined by (iithe Board of Directors of the Company, whose determination shall be conclusive) of the Purchase portion of the assets or evidences of indebtedness so distributed or of such subscription rights or Warrants which are applicable to one share of Common stock, and of which the denominator shall be the Market Price per share of Common Stock; provided, however, that if the then current Market Price per share of Common Stock on the record date for determination, of stockholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidence of indebtedness so distributed or of such subscription rights or Warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Warrant Price shall not be made and in effect lieu thereof the number of shares purchasable upon exercise of each Warrant immediately after prior to such adjustment.distribution shall be adjusted so that the holder
(b5) If there shall occur In the event of any capital reorganization or reclassification of the Company's Common Stock Company (other than a change an event referred to in par value or a subdivision or combination as provided for in subsection 2(a) aboveSection 3(a)(1)), or any in case of the consolidation or of the Company with, the merger of the Company with or into another corporation, or a transfer the sale of all or substantially all of the properties and assets of the CompanyCompany to any other person, thenand in connection therewith consideration is payable to holders of Common Stock (or other securities or property purchasable upon exercise of this Warrant) in exchange therefor, as part of any this Warrant shall remain subject to the terms and conditions set forth in this Warrant and this Warrant shall, after such capital reorganization, reclassification, consolidation, merger or sale, as sale be exercisable for the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount number of shares of stock or other securities or property assets to which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held a holder of the number of shares of Common Stock which were then purchasable (at the time of such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale) upon the exercise of this Warrant. In Warrant would have been entitled if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale; and in any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of if necessary, the provisions set forth herein in this Warrant with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect Warrantholder shall be appropriately adjusted so as to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is may reasonably practicablebe, in relation to any shares of stock or other securities or property assets thereafter deliverable upon on the exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to the Warrantholder the shares of stock, securities or assets to which the Warrantholder may be entitled pursuant to this Section 3(a)(5).
(c6) When Notwithstanding Section 3(a)(5), (i) if the Company merges or consolidates with, or sells all or substantially all of its property and assets to, any other person and consideration is payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale which consists solely of cash, or (ii) in the event of the dissolution, liquidation or winding up of the Company, then the Warrantholder shall be entitled to receive distributions on the date of such event on an equal basis with holders of Common Stock (or other securities issuable upon exercise of this Warrant) as if this Warrant had been exercised immediately prior to such event, less the Warrant Price. Upon receipt of such payment, if any, the rights of the Warrantholder shall terminate and cease and this Warrant shall expire. In case of any such merger, consolidation or sale of assets, the surviving or acquiring person and, in the event of any dissolution, liquidation or winding up of the Company, the Company shall promptly, after receipt of this surrendered Warrant, make payment by delivering a check in such amount as is appropriate (or, in the case of consideration other than cash, such other consideration as is
(7) If any question shall at any time arise with respect to the adjusted number of shares of Common Stock or other securities issuable upon exercise of this Warrant, such question shall be determined by the independent firm of certified public accountants of recognized national standing selected by the Company and reasonably acceptable to the Warrantholder.
(8) No adjustment is in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least one cent ($.01) in such price; provided, however, that any adjustments which by reason of this Section 3(a)(8) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3(a) shall be made to the Purchase Pricenearest cent or to the nearest tenth of a share, as the case may be. Notwithstanding anything in this Section 3(a) to the contrary, the Company Warrant Price shall promptly mail not be reduced to less than the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement then existing par value of the facts requiring Common Stock as a result of any adjustment made hereunder.
(9) In the event that at any time, as the result of any adjustment made pursuant to this Section 3(a), the Warrantholder thereafter shall become entitled to receive any securities other than Common Stock, thereafter the number of such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this so receivable upon exercise of any Warrant shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Common Stock contained in subsection 2(a) or (b) aboveSection 3(a).
Appears in 3 contracts
Sources: Warrant Agreement (Bayard Drilling Technologies Inc), Warrant Agreement (Bayard Drilling Technologies Inc), Warrant Agreement (Bayard Drilling Technologies Inc)
Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below.
(a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event.
(b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued.
(c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the NASDAQ SmallCap Market, the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year.
(d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share.
(e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases:
(i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise;
(ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities;
(iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and
(iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.
Appears in 3 contracts
Sources: Warrant Agreement (Lid Hair Studios International, Inc.), Warrant Agreement (Lid Hair Studios International, Inc.), Warrant Agreement (Lid Hair Studios International, Inc.)
Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below.
(a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event.
(b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued.
(c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the "Trading Period"); (ii) if the Shares are not listed on any national securities exchange but are quoted on the NASDAQ Capital Market, the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company's immediately preceding fiscal year.
(d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share.
(e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases:
(i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise;
(ii) Shares issued upon the conversion of any of the events specified Company's convertible or exchangeable securities;
(iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and
(iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.
Appears in 3 contracts
Sources: Warrant Agreement (Allstar Restaurants), Warrant Agreement (Allstar Restaurants), Warrant Agreement (Allstar Restaurants)
Adjustments. (a) If outstanding shares share of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend dividend, be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of sharesshare, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the tot he rights and interests interest thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions provision with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 3 contracts
Sources: Common Stock Purchase Warrant (Register Com Inc), Common Stock Purchase Warrant (Register Com Inc), Common Stock Purchase Warrant (Register Com Inc)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price in effect immediately after that has been adjusted to reflect a fair allocation of the economics of such adjustmentevent to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Company's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the exercise hereof the kind basis and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights terms and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.conditions
Appears in 3 contracts
Sources: Warrant Agreement (Interleukin Genetics Inc), Warrant Agreement (Interleukin Genetics Inc), Warrant Agreement (Interleukin Genetics Inc)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(ai) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event with an inversely proportional adjustment in the Warrant Price. Such adjustments shall be made successively whenever any event listed above shall occur.
(ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, as a condition of such reclassification, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The provisions of this sub-paragraph (ii) shall similarly apply to successive reclassifications.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise Market Price per share of this Warrant. In any Common Stock immediately prior to such casepayment date, appropriate adjustment less the fair market value (as reasonably determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on the NASDAQ Stock Market, Inc. National Market System (“Nasdaq”), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Fair Market Price of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the Market Price of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Market Price in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne by the Company. Such adjustment shall be made successively whenever such a payment date is fixed.
(d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the application case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.
(e) In the event that, as a result of an adjustment made pursuant to this Section 8, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Warrant Shares contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 3 contracts
Sources: Assignment (Alliance Pharmaceutical Corp), Assignment (Alliance Pharmaceutical Corp), Assignment (Alliance Pharmaceutical Corp)
Adjustments. The number of Warrant Shares purchasable upon the exercise of the Warrants shall be subject to adjustments as follows:
(a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock or securities convertible into Common Stock or make a distribution to its stockholders in Common Stock or securities convertible into Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of its Common Stock other securities of the Company; then the number of Warrant Shares purchasable upon exercise of the Warrants immediately prior thereto shall be paid adjusted so that the Warrant Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 10.1(a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Notwithstanding the foregoing, in respect the event the Company effects a split of 3 for 2 or greater of its outstanding Common Stock, the Purchase Price in Company will effect immediately a corresponding split of the Warrants.
(b) If, prior to such subdivision the expiration of the Warrants by exercise, by their terms, or at by redemption, the record date of such dividend Company shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If recapitalized by reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding shares of Common Stock into shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be combined into a smaller made whereby any Warrant Holder shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the Warrant Shares theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of sharesWarrant Shares theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and in any such event, the Purchase Price rights of any Warrant Holder to any adjustment in effect the number of Warrant Shares purchasable on exercise of such Warrant, as set forth above, shall continue to be preserved in respect of any stock, securities or assets which the Warrant Holder becomes entitled to purchase.
(c) In case the Company shall issue rights, options, warrants, or convertible securities to all or substantially all holders of its Common Stock, without any charge to such holders, entitling them to subscribe for or purchase Common Stock at a price per share which is lower at the record date mentioned below than the then Current Market Price, the number of Shares thereafter purchasable upon the exercise of each Option shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Options by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such combination shall, simultaneously with the effectiveness issuance of such combinationrights, options, warrants or convertible securities plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be proportionately increasedthe number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants, or convertible securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such Current Market Price. When any Such adjustment is required to shall be made whenever such rights, options, warrants, or convertible securities are issued, and shall become effective immediately and retroactively to the record date for the determination of shareholders entitled to receive such rights, options, warrants, or convertible securities.
(d) In case the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in subsection 10.1(b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Warrant Shares theretofor purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the then Current Market Price on the date of such distribution, and of which the denominator shall be such Current Market Price on such date minus the then fair value (determined as provided in subsection 10.1(g)(y) below) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants, or convertible securities applicable to one share. 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 determination of stockholders entitled to receive such distribution.
(e) No adjustment in the Purchase Pricenumber of Warrant Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Warrant Shares then purchasable upon the exercise of the Warrants or, if the Warrants are not then exercisable, the number of Warrant Shares purchasable upon the exercise of the Warrants on the first date thereafter that the Warrants become exercisable; provided, however, that any adjustments which by reason of this Warrant subsection 10.1(e) are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment.
(if) an amount equal to Whenever the number of shares issuable Warrant Shares purchasable upon the exercise of this the Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of the Warrant 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 the Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price in effect denominator shall be the number of Warrant Shares so purchasable immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentthereafter.
(bg) If there shall occur any capital reorganization or reclassification of For the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder purpose of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Pricesubsection 10.1, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.term "
Appears in 3 contracts
Sources: Warrant Agreement (Fieldpoint Petroleum Corp), Warrant Agreement (Fieldpoint Petroleum Corp), Warrant Agreement (Fieldpoint Petroleum Corp)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this each Warrant shall be changed is subject to adjustment from time to time upon the number determined by dividing occurrence of any of the events enumerated below.
(a) In case the Company shall: (i) an amount equal to the pay a dividend in Shares, (ii) subdivide its outstanding Shares into a greater number of Shares, (iii) combine its outstanding Shares into a smaller number of Shares, or (iv) issue, by reclassification of its Shares, any shares issuable of its capital stock, the amount of Shares purchasable upon the exercise of this each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to the record date, in the case of such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)dividend, or any consolidation or merger of the Company with or into another corporationeffective date, or a transfer of all or substantially all of in the assets of the Company, then, as part case of any such reorganizationsubdivision, combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made whenever any of such events shall occur, consolidation, merger but shall become effective retroactively after such record date or salesuch effective date, as the case may be, lawful provision as to Warrants exercised between such record date or effective date and the date of happening of any such event.
(b) No adjustment shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter nearest one-hundredth of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warranta Share.
(c) When any No adjustment is required to shall be made in any of the Purchase Pricefollowing cases:
(i) Upon the grant or exercise of stock options now or hereafter granted, the Company shall promptly mail or under any employee stock option or stock purchase plan now or hereafter authorized, to the Registered Holder a certificate setting forth extent that the Purchase Price after such adjustment and setting forth a brief statement aggregate of the facts requiring number of Shares which may be purchased under such adjustment. Such certificate shall also set forth options and the kind and amount number of Shares issued under such employee stock purchase plan is less than or other securities equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or property into which this Warrant shall be exercisable following exercise;
(ii) Shares issued upon the occurrence conversion of any of the events specified Company’s convertible or exchangeable securities;
(iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company’s subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and
(iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.
Appears in 3 contracts
Sources: Warrant Agreement (Capterra Financial Group, Inc.), Warrant Agreement (Capterra Financial Group, Inc.), Warrant Agreement (Capterra Financial Group, Inc.)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition without the consent of the Warrantholder unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise Market Price per share of this Warrant. In any such case, appropriate adjustment Common Stock (as reasonably defined below), less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on Nasdaq, the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low sales price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Fair Market Value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the Market Value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Market Value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Warrantholder. Such adjustment shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, successively whenever such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as a payment date is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantfixed.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 3 contracts
Sources: Registration Rights Agreement (Artisoft Inc), Registration Rights Agreement (Artisoft Inc), Warrant Agreement (Artisoft Inc)
Adjustments. The number of shares of Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows:
(a) If In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (C) combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shallor (D) issue by reclassification, simultaneously with the effectiveness recapitalization or reorganization of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets capital stock of the Company, then, as part of any then in each such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be equitably adjusted so that the Holder of any Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which were such Holder would have owned or been entitled to receive immediately following such action had such Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 4.1(a), the Holder of any Equity Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent) shall determine the allocation of the Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Such adjustment shall be made successively whenever any event listed above shall occur.
(b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock or other securities convertible or exchangeable for shares of Common Stock at a price per share of Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of the adjustments set forth in this Section 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then purchasable the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) 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 the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; PROVIDED, HOWEVER, in the event that all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of this Warrantsuch rights or warrants, upon the expiration of such rights or warrants the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be readjusted to the number of shares of Common Stock issuable upon exercise of an Equity Warrant which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. In determining whether any security covered by this Section 4.1(b) entitles the holders to subscribe for or purchase shares of Common Stock at less than such caseCurrent Market Price, appropriate adjustment and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as reasonably set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company) in its good faith judgment (whose determination shall be made described in a statement filed by the application of Company with the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantEquity Warrant Agent).
(c) When In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is required made pursuant to be made in the Purchase Price, subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company shall promptly mail (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement number of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount shares of stock or other securities or property into which this Common Stock issuable upon exercise of an Equity Warrant shall be exercisable following adjusted so that the occurrence same shall equal the product determined by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Board of Directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent, as appropriate) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distributions referred to in the first sentence of this Section 4.01(c) are made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any of the events specified in subsection 2(a) or computation under subsections (b) aboveand (c) of this Section 4.1, the "CURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term "TIME OF DETERMINATION" shall mean the time and date of the record date for determining stockholders entitled to receive the rights, warrants or distributions referred to in Section 4.1(b) and (c).
Appears in 3 contracts
Sources: Equity Warrant Agreement (Usa Networks Inc), Equity Warrant Agreement (Usa Networks Inc), Equity Warrant Agreement (Vivendi Universal)
Adjustments. (a) Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. If the Corporation shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If combine its outstanding shares of Common Stock shall be combined into a smaller number of sharesshares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Corporation so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price in effect immediately after that has been adjusted to reflect a fair allocation of the economics of such adjustment.
(b) event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur. If there shall occur any capital reorganization or reorganization, reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)capital stock of the Corporation, or any consolidation or merger of the Company Corporation with or into another corporationcorporation in which the Corporation is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Corporation's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitation, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Corporation shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Corporation) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or paragraph (b) aboveshall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
Appears in 3 contracts
Sources: Registration Rights Agreement (Platinum Research Organization, Inc.), Registration Rights Agreement (Platinum Research Organization, Inc.), Warrant Purchase Agreement (Platinum Research Organization, Inc.)
Adjustments. (a) If outstanding shares any adjustment (other than any adjustment to which Section 5(b) applies) is made to any income, deduction, gain, loss, credit, or other item, as the result of any amended return, audit, or otherwise, and the Company's Common Stock shall be subdivided into a greater number amount of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to any payment required under this Agreement would have been different if such subdivision or adjustment had been made at the record date time the amount of such dividend shall simultaneously with the effectiveness of such subdivision payment was determined, then GE or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into GEFAHI will make a smaller number of shares, the Purchase Price in effect immediately prior payment to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount Genworth equal to the number amount of shares issuable upon any such difference that was detrimental to Genworth or its Affiliates (or Genworth will pay GE or GEFAHI the exercise amount of this Warrant immediately prior any such difference that was detrimental to GE or GEFAHI or its Affiliates). Any such adjustment, multiplied by payment (an “Adjustment Payment”) will be made within 30 days after such adjustment becomes final together with interest at the Purchase Price in effect immediately prior to such adjustment, by Section 12 Rate from (iibut not including) the Purchase Price date of the original payment to (and including) the date such payment is actually made; provided, however, that in effect immediately after the case of any such adjustmentadjustment for any Taxable Year that results from the carryback of any net operating loss or other Tax Attribute from any subsequent Taxable Year, such Adjustment Payment will be made together with interest at the Section 12 Rate from (but not including) the date on which the relevant Tax Return is filed for such subsequent Taxable Year to (and including) the date such payment is actually made. Any Adjustment Payment (exclusive of interest) which represents an adjustment to a prior Tax Benefit Payment or negative Tax Benefit Payment will be treated as a Tax Benefit Payment or negative Tax Benefit Payment, as the case may be.
(b) If there shall occur GE makes a Life/Non-Life Election for any capital reorganization Taxable Year beginning on or reclassification prior to January 1, 2004, then GEFAHI will pay to Genworth an amount equal to (1) the excess (if any) of the Company's Common Stock actual net aggregate Tax liability incurred by the Genworth Companies for such Taxable Year and each subsequent Taxable Year ending on or before the Final Date, over (other than a change in par value or a subdivision or combination 2) the amount of such aggregate net Tax liability incurred by the Genworth Companies determined as provided for in subsection 2(aif such Life/Non-Life Election had not been made; provided, however, that if the amount determined under subparagraph (2) aboveexceeds the amount determined under subparagraph (1), or any consolidation or merger then Genworth will make a payment equal to the amount of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part such excess to GEFAHI. Any amount payable under this Section 13(b) in respect of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall Taxable Year will be made in immediately available funds within 30 days after the application of date on which the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, Genworth federal income tax return is filed for such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantTaxable Year.
(c) When If (1) the amount determined with respect to any adjustment is required Genworth Company under Section 3(a)(2)(i)(B) exceeds (2) the amount determined with respect to such Genworth Company under Section 3(a)(2)(i)(A), then Genworth will pay an amount equal to such excess to GE. Any amount payable under this Section 13(c) will be made in immediately available funds within 30 days after the Purchase Pricedate on which the Genworth federal income tax is filed for the Taxable Year in which the Closing occurs.
(d) If (1) the amount determined under Section 1(j)(2), exceeds (2) the amount determined under Section 1(j)(1), then Genworth will pay an amount equal to such excess to GE. Any amount payable under this Section 13(d) will be made in immediately available funds within 30 days after the date on which the Brookfield federal income Tax return is filed for the Taxable Year ending December 31, 2003.
(e) If (1) any Genworth Company shall promptly mail recognizes any loss on a Transaction, and (2) the loss is deferred under Section 267(f) of the Code (other than any such loss to which GE or any Affiliate of GE (other than any Genworth Company) succeeds under Section 381 of the Code), then Genworth will pay an amount equal to 35% of such loss to GE. Any amount payable under this Section 13(e) will be made in immediately available funds within 30 days after the date on which the Genworth federal income Tax return is filed for the Taxable Year in which such Transaction occurs. For the avoidance of doubt, this Section 13(e) will not apply to any loss recognized pursuant to a Reinsurance Transaction.
(f) Any amount paid pursuant to Section 13(b), (c), (d), or (e) will be treated as an adjustment to the Registered Holder a certificate setting forth consideration paid for the Purchase Price after such adjustment and setting forth a brief statement Genworth Assets pursuant to Section 2 of the facts requiring Master Agreement; provided, however, that a portion of any such adjustment. Such certificate shall also set forth payment equal to the kind and excess of (1) the amount of stock or other securities or property into which this Warrant shall be exercisable following such payment, over (2) the occurrence present value of any such payment (determined as of the events specified in subsection 2(a) Closing Date by using the Section 12 Rate as the discount rate), or (b) abovesuch larger portion as may be required by Section 483, Section 1274, or any other provision of the Code, will be treated as interest.
Appears in 3 contracts
Sources: Tax Matters Agreement (Genworth Financial Inc), Tax Matters Agreement (Genworth Financial Inc), Tax Matters Agreement (Genworth Financial Inc)
Adjustments. The purchase rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:
(a) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall:
(i) subdivide the outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares Common Shares;
(ii) consolidate the outstanding Common Shares into a lesser number of Common Shares:
(iii) issue Common Shares (or securities convertible into Common Shares) to all or substantially all of the holders of outstanding Common Shares by way of a stock dividend or other distribution of Common Shares or securities convertible into Common Shares; the Exercise Price in Common Stock effect on the effective date of such subdivision or consolidation, or on the record date of such stock dividend or other distribution, as the case may be, shall be paid in respect of Common Stock, adjusted to equal the Purchase price determined by multiplying the Exercise Price in effect immediately prior to such subdivision effective date or at record date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares immediately after such date. Such adjustment shall be made successively whenever any event referred to in this subsection (a) shall occur, and any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of such dividend shall simultaneously with calculating the effectiveness number of such subdivision or immediately after outstanding Common Shares under subsections (b) and (c) of this Section. Upon any adjustment of the record date of such dividend be proportionately reduced. If outstanding shares Exercise Price pursuant to this subsection (a), the number of Common Stock Shares subject to the right of purchase under each Warrant not previously exercised shall be combined into a smaller contemporaneously adjusted by multiplying the number of shares, Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the Purchase numerator shall be the respective Exercise Price in effect immediately prior to such combination shalladjustment and the denominator shall be the respective Exercise Price resulting from such adjustments. Notwithstanding the foregoing, simultaneously with to the effectiveness of extent that such combinationstock dividend or other distribution contemplated by paragraph 4.1(a)(iii) is not so made, the Exercise Price shall then be proportionately increased. When any adjustment is required readjusted to the Exercise Price which would then be made in the Purchase Priceeffect if such record date had not been fixed, and the number of Common Shares subject to the right of purchase under each Warrant Shares purchasable upon the exercise of this Warrant not previously exercised shall be changed to the number determined by dividing (i) an amount equal contemporaneously readjusted to the number of shares issuable upon Common Shares subject to the exercise right of this purchase under each Warrant immediately prior to such adjustment, multiplied by the Purchase Price which would then be in effect immediately prior to if such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentrecord date had not been fixed.
(b) If there and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall occur any capital reorganization or reclassification of fix a record date for the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of distribution to all or substantially all of the assets holders of Common Shares of rights, options or warrants entitling them for a period expiring not more than forty- five (45) days after such record date to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share (or having a conversion price or exchange price per share) less than 95% of the CompanyCurrent Market Price on such record date, thenthe Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation or any subsidiary (as part defined in the Business Corporations Act (British Columbia)) of the Corporation shall be deemed not to be outstanding for the purpose of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision computation; such adjustment shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which successively whenever such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect a record date is fixed; to the rights and interests thereafter of extent that such distribution is not so made, the Registered Holder of this Warrant, Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantrecord date had not been fixed.
(c) When If and whenever at any adjustment is required time after the date hereof and prior to be made in the Purchase PriceExpiry Time, the Company Corporation shall promptly mail fix a record date for the making of a distribution to all or substantially all the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement holders of its outstanding Common Shares of:
(i) shares of any class other than Common Shares, whether of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock Corporation or any other corporation;
(ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities or property convertible into which this Warrant shall be exercisable following the occurrence of any of the events specified Common Shares) (excluding: (A) rights, warrants and options referred to in subsection 2(a) or (b); and (B) above.rights, warrants and options described in subsection
Appears in 3 contracts
Sources: Investment Agreement, Investment Agreement, Investment Agreement
Adjustments. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below.
(a) If In case the Company shall: (i) pay a dividend in Shares, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockShares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined Shares into a smaller number of sharesShares, or (iv) issue, by reclassification of its Shares, any shares of its capital stock, the Purchase Price in effect amount of Shares purchasable upon the exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrant that number of Shares which such Holder would have owned or would have been entitled to receive after the happening of such event had such Holder exercised the Warrant immediately prior to such combination shallthe record date, simultaneously with in the effectiveness case of such combinationdividend, be proportionately increasedor the effective date, in the case of any such subdivision, combination or reclassification. When any An adjustment is required made pursuant to this subsection (a) shall be made in whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the Purchase Pricecase may be, as to Warrants exercised between such record date or effective date and the date of happening of any such event.
(b) In case the Company shall issue rights or warrants to all holders of its Shares entitling them to subscribe for or to purchase Shares at a price per Share which, when added to the amount of consideration received or receivable by the Company for such rights or warrants, is less than the Current Market Price (as hereinafter defined) per Share at the record date, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed adjusted so that thereafter, until further adjusted, each Warrant shall entitle the Holder to purchase that number of Shares determined by multiplying the number determined of Shares purchasable hereunder by dividing (i) a fraction, the numerator of which shall be the number of additional Shares issuable upon the exercise of such rights or warrants, and the denominator of which shall be the number of Shares which an amount equal to the sum of (i) the aggregate exercise price of the total number of shares Shares issuable upon the exercise of this Warrant immediately prior to such adjustmentrights or warrants, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification aggregate amount of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)consideration, if any, received, or any consolidation or merger of receivable by the Company with for such rights or into another corporationwarrants, or a transfer of all or substantially all of the assets of the Company, then, as part of any would purchase at such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Current Market Price. Such adjustment shall be made so that whenever such rights or warrants are issued, but shall also be effective retroactively as to Warrants exercised between the Registered Holder record date for the determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger rights or sale, as warrants and the case may be, date such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantwarrants are issued.
(c) When For the purpose of any computation under subsection (b) above, the Current Market Price per Share at any date shall be: (i) if the Shares are listed on any national securities exchange, the average of the daily closing prices for the 15 consecutive business days commencing 20 business days before the day in question (the “Trading Period”); (ii) if the Shares are not listed on any national securities exchange but are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”), the average of the high and low bids as reported by NASDAQ for the Trading Period; and (iii) if the Shares are neither listed on any national securities exchange nor quoted on NASDAQ, the higher of (x) the exercise price then in effect, or (y) the tangible book value per Share as of the end of the Company’s immediately preceding fiscal year.
(d) No adjustment is shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (d) are not required to be made shall be carried forward and taken into account in the Purchase Price, the Company any subsequent adjustment. All calculations under this Section 6 shall promptly mail be made to the Registered Holder nearest one-hundredth of a certificate setting forth the Purchase Price after such Share.
(e) No adjustment and setting forth a brief statement shall be made in any of the facts requiring such adjustment. Such certificate shall also set forth following cases:
(i) Upon the kind and amount grant or exercise of stock options now or other securities hereafter granted, or property into under any employee stock option or stock purchase plan now or hereafter authorized, to the extent that the aggregate of the number of Shares which this Warrant shall may be exercisable following purchased under such options and the occurrence number of Shares issued under such employee stock purchase plan is less than or equal to 10% of the number of Shares outstanding on January 1 of the year of the grant or exercise;
(ii) Shares issued upon the conversion of any of the events specified Company’s convertible or exchangeable securities;
(iii) Shares issued in subsection 2(aconnection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation or entity, and Shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including Shares issued in connection with such acquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), Shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company’s subsidiary is the surviving corporation, and Shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger; and
(iv) or (b) aboveShares issued pursuant to this Warrant and pursuant to all stock options and warrants outstanding on the date hereof.
Appears in 3 contracts
Sources: Warrant Agreement (Capterra Financial Group, Inc.), Warrant Agreement (Across America Real Estate Exchange Inc), Warrant Agreement (Capterra Financial Group, Inc.)
Adjustments. (a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock shall be paid or make a distribution in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock shall be combined into a smaller number of sharesshares of Common Stock, or (iv) issue, by reclassification of its Common Stock, other securities of the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase PriceCompany, the number of Shares or other securities purchasable upon exercise of the Warrants immediately prior thereto shall be adjusted so that each Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 8.1(a) shall become effective immediately on the effective date of such event retroactive to the record date, if any, for such event.
(b) In case the Company shall issue rights, options, warrants or convertible securities to all or substantially all holders of its Common Stock without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share which, at the record date mentioned below, is lower than the then effective Warrant Price (calculated pursuant to this Section 8), the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities 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 immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such then effective Warrant Price. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately and retroactive to the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible securities, provided no such adjustment shall be made for rights issued in connection with what is customarily referred to as a "poison pill" or "shareholder rights plan."
(c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants or convertible securities containing the right to subscribe for or purchase Shares (excluding those referred to in subsection 8.1(b) above and rights in connection with a shareholder rights plan), then in each case the number of Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the then effective Warrant Price as of the date of such distribution calculated pursuant to this Section 8, and of which the denominator shall be such then effective Warrant Price on such date minus the then fair value (determined as provided in subparagraph (f) below) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants or convertible securities applicable to one share. 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 determination of shareholders entitled to receive such distribution.
(d) No adjustment in the number of Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Shares then purchasable upon the exercise of the Warrants or, if the Warrants are not then exercisable, the number of Shares purchasable upon the exercise of the Warrants on the first date thereafter that the Warrants become exercisable; provided that any adjustments which by reason of this Warrant subsection 8.1(d) are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment.
(ie) an amount equal to Whenever the number of shares issuable Shares purchasable upon the exercise of this a Warrant is adjusted, as herein provided, the Warrant Price payable upon exercise of such Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision denominator shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then Shares so purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment the Warrant immediately thereafter.
(as reasonably determined in good faith by f) Whenever the Board number of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable Shares purchasable upon the exercise of this Warrant.
(c) When any adjustment Warrants is required to be made in the Purchase Priceadjusted as herein provided, the Company shall cause to be promptly mail mailed to the Registered Holder Warrantholders by first class mail, postage prepaid, notice of such adjustment and a certificate of the chief financial officer of the Company setting forth the Purchase Price number of Shares purchasable upon the exercise of the Warrants after such adjustment and setting forth adjustment, a brief statement of the facts requiring such adjustmentadjustment and the computation by which such adjustment was made.
(g) For the purpose of this subsection 8.1, the term Common Stock shall mean (i) the class of Common Stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of shares resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. Such certificate In the event that at any time, as a result of an adjustment made pursuant to this Section 8, a Warrantholder shall also set forth become entitled to purchase any securities of the kind Company other than Common Stock, (i) if the Warrantholders' right to purchase is on any other basis than that available to all holders of the Common Stock, the Company shall obtain an opinion of an independent investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon exercise of the Warrants 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 Common Stock contained in this Section 8.
(h) Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Shares purchasable upon exercise of the Warrants, to the extent the Warrants have not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that 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 privileges, and (B) the fact that such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Shares purchasable upon exercise of the Warrants by an amount in excess of the amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any adjustment initially made in respect of the events specified in subsection 2(a) issuance, sale or (b) abovegrant of such rights, options, warrants or conversion privileges.
Appears in 3 contracts
Sources: Placement Agent Warrant Agreement (Matritech Inc/De/), Warrant Agreement (Matritech Inc/De/), Warrant Agreement (Casdim International Systems Inc)
Adjustments. If the Company at any time after the date hereof, subdivides (aby any share split, share dividend, recapitalization or otherwise) If the outstanding shares of the Company's Common Stock shall be subdivided Subordinate Voting Shares into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased so that the number of Subordinate Voting Shares issuable on conversion of this Note shall be increased in proportion to such increase in the aggregate number of Subordinate Voting Shares outstanding. If the Company at any time on or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If hereof combines (by combination, reverse share split, share consolidation or otherwise) the outstanding shares of Common Stock shall be combined Subordinate Voting Shares into a smaller number of shares, the Purchase Conversion Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, increased so that the number of Warrant Subordinate Voting Shares purchasable upon the exercise issuable on conversion of this Warrant Note shall be changed decreased in proportion to such decrease in the aggregate number determined by dividing (i) an amount equal of Subordinate Voting Shares outstanding. In the case of any reclassification of, or other change in, the outstanding Subordinate Voting Shares other than a subdivision, redivision, reduction, combination or consolidation, subject to regulatory approval, the Investor shall be entitled to receive upon conversion pursuant to this Section 5, and shall accept in lieu of the number of shares issuable Subordinate Voting Shares to which it was theretofore entitled upon the exercise of this Warrant immediately prior to such adjustmentconversion, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or and other securities or property which such Registered Holder the Investor would have been entitled to receive as a result of such reclassification if, immediately prior to any such reorganizationon the effective date thereof, reclassification, consolidation, merger or sale, as it had been the case may be, such Registered Holder had held registered holder of the number of shares of Common Stock Subordinate Voting Shares to which were then purchasable it was theretofore entitled upon the exercise of this Warrantconversion. In any such caseIf necessary, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) adjustments shall be made in the application of the provisions set forth herein in this Section 5 with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such Investor to the end that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) 5 shall thereafter correspondingly be applicable, made applicable as nearly as is reasonably practicable, may be possible in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence conversion of any of the events specified in subsection 2(a) or (b) aboveNote.
Appears in 3 contracts
Sources: Convertible Promissory Note Purchase Agreement (Navy Capital Green Management, LLC), Convertible Promissory Note Purchase Agreement (4Front Ventures Corp.), Convertible Promissory Note Purchase Agreement
Adjustments. (a) If In the event that the Company shall at any time after the Initial Exercise Date: (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the Company's outstanding Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, (iii) combine the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness or (iv) issue any shares of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined its capital stock by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than including any such reclassification in connection with a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of in which the Company with or into another is the continuing corporation, or a transfer of all or substantially all of the assets of the Company), then, as part in each case, the Exercise Price per Warrant Share in effect at the time of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that record date for the Registered Holder determination of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been Stockholders entitled to receive ifsuch dividend or distribution or of the effective date of such subdivision, immediately prior to any combination, or reclassification shall be adjusted so that it shall equal the price determined by multiplying such reorganizationExercise Price by a fraction, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which were then purchasable upon shall be the exercise number of this Warrantshares of Common Stock outstanding after giving effect to such action. In any such case, appropriate Such adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in successively whenever any event listed above shall occur and shall become effective at the application close of business on such record date or at the provisions set forth herein with respect close of business on the date immediately preceding such effective date, as applicable.
(b) All calculations under this Section 5 shall be made to the rights and interests thereafter nearest cent or to the nearest one-hundredth of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicablea share, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantcase may be.
(c) When In any case in which this Section 5 shall require that an adjustment is required to in the number of Warrant Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Purchase PriceCompany shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment.
(d) Whenever there shall be an adjustment as provided in this Section 5, the Company shall promptly mail within fifteen (15) days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Registered Holder a Holder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer’s certificate setting forth the Purchase number of Warrant Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such adjustment and the computation thereof, which officer’s certificate shall also set forth be conclusive evidence of the kind and amount correctness of stock any such adjustment absent manifest error.
(e) The Company shall not be required to issue fractions of shares of Common Stock or other securities capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or property specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the average closing sale price (or average of the closing bid and asked prices, if closing sale price is not available) of Common Stock for the ten (10) trading days ending on and including the date of exercise of this Warrant.
(f) No adjustment in the Exercise Price per Warrant Share shall be required if such adjustment is less than Five Cents ($0.05); provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into which account in any subsequent adjustment.
(g) Upon each adjustment of the Exercise Price pursuant to Section 5 (a), the number of shares of Common Stock purchasable upon exercise of this Warrant shall be exercisable following adjusted to the occurrence number of any shares of Common Stock, calculated to the events specified nearest one hundredth of a share, obtained by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant Certificate by the Exercise Price in subsection 2(a) or (b) aboveeffect prior to such adjustment and dividing the product so obtained by the new Exercise Price.
Appears in 3 contracts
Sources: Term Note (Guardian 8 Holdings), Term Note (Guardian 8 Holdings), Convertible Term Note (Guardian 8 Holdings)
Adjustments. (a) If the Company shall subdivide the number of outstanding shares of the Company's Common Stock shall be subdivided Shares into a greater number of shares or a dividend shares, then the Conversion Price provided for herein and in Common Stock effect at the time of such action shall be paid in respect proportionately decreased, and the number of Common Stock, the Purchase Price in effect immediately prior to such subdivision or shares at the record date of such dividend time purchasable pursuant to this conversion right shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reducedincreased. If the Company shall reduce the number of outstanding Common Shares by combining such shares of Common Stock shall be combined into a smaller number of shares, then in such case, the Purchase Conversion Price in effect immediately prior to such combination shall, simultaneously with at the effectiveness time of such combination, action shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, and the number of Warrant shares at the time purchasable pursuant to this conversion right shall be proportionately decreased. If the Company shall consolidate or merge with or convey all or substantially all of its property and assets to any other person or entity (any such person or entity being included within the meaning of the term "successor") or the Company shall distribute to the holders of Common Shares any non-cash dividend, the Holder thereafter shall have the right to receive, upon the conversion hereof, upon the basis and on the terms and conditions and during the time specified in this Note in lieu of the Common Shares theretofore purchasable upon the exercise of this Warrant shall be changed the conversion privilege, the stock, securities or assets to the number determined by dividing (i) an amount equal to which a holder of the number of shares issuable Common Shares then deliverable upon the exercise of this Warrant immediately prior to conversion hereof would have been entitled upon such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as and the case may be, lawful provision Company shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which take such Registered Holder would have been entitled to receive if, immediately prior to any steps in connection with such reorganization, reclassification, consolidation, merger or sale, sale as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect necessary to the rights and interests thereafter of the Registered Holder of this Warrant, such assure that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) hereof shall thereafter be applicable, as nearly as is reasonably practicablepossible, in relation to any shares of stock or other stock, securities or property assets thereafter deliverable upon the exercise conversion of this Warrant.
(c) When Note; and in any such event, the rights of the Holder to an adjustment is required to be made in the Purchase number of Common Shares into which this Note is convertible and in the Conversion Price, as herein provided, shall continue and be preserved in respect of any stock, securities or assets into which the Holder becomes entitled to convert. If the Company shall promptly mail issue or sell any Common Shares, or any securities convertible into, exercisable for or exchangeable for Common Shares, for a consideration per share less than the lesser of the Conversion Price in effect immediately prior to the Registered Holder time of such issue or sale or the Market Value of a certificate setting forth Common Share (as hereinafter defined) on the Purchase date of such issue or sale, then the Conversion Price after shall be decreased as if the issuance of such adjustment and setting forth Common Shares were in fact a brief statement stock dividend resulting in a subdivision of the facts requiring such adjustmentnumber of outstanding Common Shares into a greater number of shares, as provided in Section 2.4. Such certificate shall also set forth Common Shares issued pursuant to a stock option plan for officers or employees of the kind and amount of stock or other securities or property into which this Warrant Company, not exceeding two million (2,000,000) Common Shares as presently constituted, shall be exercisable following deemed issued for Market Value, regardless of the occurrence actual consideration. The issuance of any rights, options, warrants or securities convertible into or exchangeable for Common Shares shall be deemed to be the issuance of Common Shares for the exercise, conversion or exchange price, regardless of the events specified in subsection 2(aultimate exercise, conversion or exchange, but the actual exercise, conversion or exchange shall not be deemed the issuance of Common Shares. For purposes hereof, "Market Value" shall be the fair market value of the Common Shares as determined by the average of the last trading price of the Class A Common Stock of the Company for the fifteen (15) or (b) abovetrading days preceding such issuance.
Appears in 3 contracts
Sources: Note Agreement (HDZ Digital Limited Partnership), Note Agreement (HDZ Digital Limited Partnership), Convertible Note (Todd Ao Corp)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Ordinary Shares in Ordinary Shares, subdivide its outstanding shares of the Company's Common Stock shall be subdivided Ordinary Shares into a greater number of shares or combine its outstanding Ordinary Shares into a dividend smaller number of shares or issue by reclassification of its outstanding Ordinary Shares any shares of its capital stock (including any such reclassification in Common Stock connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of Ordinary Shares or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Common StockWarrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Ordinary Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller the total number of shares, Ordinary Shares outstanding multiplied by the Purchase Market Price in effect (as defined below) per Ordinary Share immediately prior to such combination shallpayment date, simultaneously with less the effectiveness fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such combinationsubscription rights or warrants, and the denominator of which shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the total number of Warrant Ordinary Shares purchasable upon the exercise of this Warrant shall be changed to the number determined outstanding multiplied by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant such Market Price per Ordinary Share immediately prior to such adjustmentpayment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Ordinary Shares are then listed on a national stock exchange, multiplied by the Purchase Price in effect immediately closing sale price of one Ordinary Share on such exchange on the last trading day prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
Valuation Date; (b) If there shall occur any capital reorganization or reclassification if the Ordinary Shares are then quoted on the Nasdaq Stock Market, Inc. (“Nasdaq”), the closing sale price of one Ordinary Share on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the Company's Common Stock high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (other than c) if the Ordinary Shares are not then listed on a change in par value national stock exchange or a subdivision or combination quoted on Nasdaq, the Fair Market Value of one Ordinary Share as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationValuation Date, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company and the Warrantholder. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the Market Value of an Ordinary Share as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the Market Value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Warrantholder. Such adjustment shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, successively whenever such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as a payment date is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantfixed.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 3 contracts
Sources: Warrant Agreement (Attunity LTD), Warrant Agreement (Attunity LTD), Warrant Agreement (Attunity LTD)
Adjustments. (a) If The number of securities purchasable upon exercise of this Selling Agent’s Warrant and the exercise prices therefor shall be subject to adjustment from time to time in the event that the Company shall: (1) pay a dividend in, or make a distribution of, shares of Common Stock or other securities, (2) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (3) combine its outstanding shares of Common Stock shall be combined into a smaller number of sharesshares or (4) spin-off a subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary to its Common Stock stockholders. In any such case, the Purchase Price in effect total number of securities purchasable upon exercise of this Selling Agent’s Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to such combination shallreceive, simultaneously with at the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Pricesame aggregate exercise price, the number of shares of Common Stock or other securities that the Holder would have owned or would have been entitled to receive immediately following the occurrence of any of the events described above had this Selling Agent’s Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant been exercised in full immediately prior to the occurrence (or applicable record date) of such adjustmentevent. An adjustment made pursuant to this Section 5(a) shall, multiplied by in the Purchase Price case of a stock dividend or distribution, be made as of the record date and, in effect immediately prior the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of any adjustment pursuant to this Section 5(a), the Holder shall become entitled to receive shares of two or more classes or series of securities of the Company, the Board of Directors of the Company shall equitably determine the allocation of the adjusted exercise price between or among shares of the Holder of such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentallocation.
(b) If there shall occur In the event of any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger recapitalization of the Company or in the event the Company consolidates with or merges into or with another corporation, entity or a transfer of transfers all or substantially all of its assets to another entity, then and in each such event, the assets Holder, on exercise of this Selling Agent’s Warrant as provided herein, at any time after the Companyconsummation of such reorganization, thenrecapitalization, as part consolidation, merger or transfer, shall be entitled, and the documents executed to effectuate such event shall so provide, to receive the stock or other securities or property to which the Holder would have been entitled upon such consummation if the Holder had exercised this Selling Agent’s Warrant immediately prior thereto. In such case, the terms of this Selling Agent’s Warrant shall survive the consummation of any such reorganization, reclassificationrecapitalization, consolidation, merger or sale, as the case may be, lawful provision transfer and shall be made so that applicable to the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which receivable on the exercise of this Selling Agent’s Warrant after such Registered Holder would have been entitled consummation.
(c) Whenever a reference is made in this Section 5 to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger the issue or sale, as the case may be, such Registered Holder had held the number sale of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by term “Common Stock” shall mean the Board of Directors Common Stock of the Company) shall be made in the application Company of the provisions set forth herein with respect to the rights and interests thereafter class authorized as of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantdate hereof.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 3 contracts
Sources: Warrant Agreement (iVOW, Inc.), Warrant Agreement (iVOW, Inc.), Warrant Agreement (Vista Medical Technologies Inc)
Adjustments. The number of shares of Common Stock or other securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows:
(a) If outstanding shares of the Company's Company (i) pays a dividend in Common Stock shall be subdivided or makes a distribution in Common Stock or shares convertible in Common Stock, (ii) subdivides its outstanding Common Stock into a greater number of shares or a dividend in shares, (iii) combines its outstanding Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, or (iv) issues, by reclassification of its Common Stock, other securities of the Purchase Price in effect Company, then the number and kind of shares of Common Stock or other securities purchasable upon exercise of a Warrant immediately prior thereto will be adjusted so that the holder of a Warrant will be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that such holder would have owned and would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to such combination shall, simultaneously with the effectiveness happening of such combination, be proportionately increasedevent or any record date with respect thereto. When any Any adjustment is required made pursuant to be made in this subsection 8.1(a) will become effective immediately after the Purchase Price, the number effective date of Warrant Shares purchasable upon the exercise of this Warrant shall be changed such event retroactive to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to record date, if any, for such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentevent.
(b) If there shall occur the Company issues or sell any capital reorganization shares of Common Stock or reclassification any rights or warrants to purchase shares of Common Stock or securities convertible into Common Stock at a price per share of Common Stock that is less than 90% of the Company's Daily Market Price (as defined in Section 10(e) hereof) of the Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with trading day immediately preceding (or into another corporation, or a transfer the same day if trading has been completed for such day) of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger issuance or sale, as the case may be, lawful provision Warrant Price shall be made so that reduced by multiplying the Registered Holder Warrant Price in effect on the date of this Warrant issuance of such shares, warrants, rights or convertible securities by a fraction, the denominator of which shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such shares, rights, warrants or convertible securities plus the number of additional shares of Common Stock offered for subscription or purchase or issuable on conversion, and the numerator of which were then purchasable upon shall be the exercise number of this Warrant. In any shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such caseshares, appropriate adjustment (as reasonably determined in good faith by rights, warrants or convertible securities plus the Board number of Directors shares which the aggregate offering price of the Company) shall be made in the application total number of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.so offered,
Appears in 2 contracts
Sources: Loan Agreement (Cygnet Financial Corp), Loan Agreement (Ugly Duckling Corp)
Adjustments. (a) If outstanding shares In the event that the Shares then subject to the Option Agreement are increased, decreased or exchanged for or converted into a different number or kind of Shares or securities of the Company's Common Stock shall be subdivided into Company as a greater number result of shares a recapitalization, reclassification, Share dividend, Share split, reverse Share split or a dividend in Common Stock shall be paid in respect of Common Stockthe like, then, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend Committee shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made make appropriate and proportionate adjustments in the Purchase Price, number and type of Shares or other securities of the number of Warrant Shares purchasable Company that may thereafter be acquired upon the exercise of this Warrant the Option; provided, however, that any such adjustments in the Option shall be changed to made without changing the number determined by dividing (i) an amount equal to aggregate Exercise Price of the number then unexercised portion of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentOption.
(b) If there shall occur In case of any capital reorganization or reclassification of the Company's Common Stock capital stock of the Company (other than a change in par value combination, reclassification, exchange or a subdivision or combination as of shares otherwise provided for in subsection 2(a) aboveherein), or any merger or consolidation or merger of the Company with or into another corporation, or a transfer the sale of all or substantially all of the assets of the Company, then, and in each such case, as a part of any such reorganization, reclassificationmerger, consolidation, merger sale or saletransfer, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant Optionee thereafter shall have the right thereafter be entitled to receive upon exercise of the exercise hereof Option during the kind period specified herein and amount upon payment of the Exercise Price, the number of shares of stock or other securities or property which of the successor corporation resulting from such Registered Holder reorganization, merger, consolidation, sale or transfer that a holder of the Shares deliverable upon exercise of this Option would have been entitled to receive if, immediately prior to any in such reorganization, reclassificationconsolidation, merger, sale or transfer if this Option had been exercised immediately before such reorganization, merger, consolidation, merger sale or saletransfer, all subject to further adjustment as provided in this Section 6. The foregoing provisions of this Section 6 shall similarly apply to successive reorganizations, consolidations, mergers, sale and transfers and to the case may be, such Registered Holder had held stock or securities of any other corporation that are at the number of shares of Common Stock which were then purchasable time receivable upon the exercise of this WarrantOption. In If the per-share consideration payable to Holder for shares in connection with any such casetransaction is in a form other than cash or marketable securities, appropriate adjustment (as reasonably then the value of such consideration shall be determined in good faith by the Company's Board of Directors of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions set forth herein of this Option with respect to the rights and interests thereafter of Optionee after the Registered Holder of this Warranttransaction, such to the end that the provisions set forth in of this Section 2 (including provisions with respect to adjustment of the Purchase Price) Option shall thereafter be applicableapplicable after that event, as nearly near as is reasonably practicablemay be, in relation to any shares of stock or other securities or property thereafter (if any) deliverable after that event upon the exercise of this WarrantOption.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Employee Option Agreement (Second Sight Medical Products Inc), Executive Officer Option Agreement (Second Sight Medical Products Inc)
Adjustments. Subject and pursuant to the provisions of this Section 9, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising this Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if this Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of this Warrant, at the last address of such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 9(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined in good faith by the Company's Board of Directors) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. "Market Price" as of a particular date (the "Valuation Date") shall mean the following: (a) if the Common Stock is then listed on a national securities exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. ("Nasdaq"), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the fair market value of one share of Common Stock as of the Valuation Date shall be determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Odetics Inc), Warrant Agreement (Odetics Inc)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater The number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed is subject to adjustment from time to time upon the number determined by dividing occurrence of any of the events enumerated below.
(a) In case the Company shall: (i) an amount equal to the subdivide its outstanding shares of Common Stock into a greater number of shares issuable of Common Stock, or (ii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, the amount of Shares purchasable upon the exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of this Warrant that number of Shares which such adjustment, multiplied by Holder would have owned or would have been entitled to receive after the Purchase Price in effect happening of such event had such Holder exercised this Warrant immediately prior to the effective date. An adjustment made pursuant to this subsection (a) shall be made whenever any of such adjustmentevents shall occur, by (ii) the Purchase Price in effect immediately but shall become effective retroactively after such adjustment.
(b) If there shall occur any capital reorganization record date or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or saleeffective date, as the case may be, lawful provision as to any portion of this Warrant exercised between such record date or effective date and date of happening of any such event.
(b) No adjustment shall be required unless such adjustment would require an increase or decrease of at least I percent in the number of Shares purchasable hereunder; provided, however, that any adjustments which by reason of this subsection (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made so to the nearest one-hundredth of a Share.
(c) Whenever the number of Shares purchasable hereunder is adjusted as herein provided, the Company shall cause to be mailed to the Holder in accordance with the provisions of this Section 6 a notice (i) stating that the Registered Holder number of Shares purchasable upon exercise of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive ifadjusted, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as (ii) setting forth the case may be, such Registered Holder had held the adjusted number of shares of Common Stock which were then Shares purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment and (as reasonably determined iii) showing in good faith reasonable detail the computations and the facts, including the amount of consideration received or deemed to have been received by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, upon which such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantadjustments are based.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Bioshield Technologies Inc), Warrant Agreement (Bioshield Technologies Inc)
Adjustments. The Exchange Ratio and related amounts and related computations described in Section 3.2 shall be adjusted in the manner provided in this Section upon the occurrence of any of the following events:
(a) If outstanding shares Acquiror declares a stock dividend, stock split or other general distribution of Acquiror Common Stock to holders of Acquiror Common Stock and the ex-dividend or ex-distribution date for such stock dividend, stock split or distribution occurs after the date of this Agreement or at any time through and including the last day of the Company's Common Pricing Period, then the Lower Limit, Acquiror Base Price Per Share and, if necessary, the Acquiror Stock Price Per Share, shall be subdivided into a greater adjusted by multiplying them by that ratio (i) the numerator of which shall be the total number of shares or a dividend in of Acquiror Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect outstanding immediately prior to such subdivision dividend, split, or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of sharesdistribution, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect denominator of which shall be the total number of shares of Acquiror Common Stock outstanding immediately after such adjustmentdividend, split or distribution.
(b) If Acquiror declares a stock dividend, stock split or other general distribution of Acquiror Common Stock to holders of Acquiror Common Stock and the ex-dividend or ex-distribution date for such stock dividend, stock split or distribution occurs at any time after the date of this Agreement and prior to the Closing, then the Exchange Ratio shall be adjusted by multiplying them by that ratio (i) the numerator of which shall be the total number of shares of Acquiror Common Stock outstanding immediately after such dividend, split or distribution, and (ii) the denominator of which shall be the total number of shares of Acquiror Common Stock outstanding immediately prior to such dividend, split, or distribution.
(c) Acquiror and Heritage agree not to convene the Closing at any time which would result in there shall occur being an ex-dividend or ex-distribution date for any capital reorganization or reclassification transaction described in Section 3.3(a) during the Pricing Period.
(d) If prior to the last day of the Company's Pricing Period there occurs with respect to one or more of the Comparison Stocks any stock dividend, stock split, distribution of stock with respect to stock or similar transactions changing the number and value of issued and outstanding shares of that stock, then an adjustment shall be made to the price of that Comparison Stock that was used in computing the Comparison Stocks Base Price Per Share in the manner of the adjustment described in Section 3.3(a) (unless such transaction results in excluding that Comparison Stock from the definition of "Comparison Stocks").
(e) Notwithstanding the foregoing subsections of this Section 3.3, no adjustment shall be made to the Exchange Ratio, the Lower Limit or the Acquiror Base Price Per Share in the event of the issuance of additional shares of Acquiror Common Stock (other than a change in par value pursuant to the grant or a subdivision or combination as provided for in subsection 2(a) above)sale of shares to, or any consolidation for the account of, employees of Acquiror pursuant to Acquiror's (i) stock option, (ii) qualified and non-qualified retirement and (iii) dividend reinvestment plans.
(f) Notwithstanding the other provisions of this Section 3.3, no adjustment shall be made to the Exchange Ratio, the Lower Limit or merger the Acquiror Base Price Per Share in the event of the Company with issuance of additional shares of Acquiror Common Stock or into another corporationother securities pursuant to a public offering, private placement, or an acquisition of one or more banks, corporations, or business assets for consideration which the Board of Directors, or a transfer of all or substantially all duly authorized committee of the assets Board of Directors, of Acquiror in its reasonable business judgment determines to be fair and reasonable.
(g) Subject only to making any adjustment to the CompanyExchange Ratio and related computations prescribed by this Section 3.3, then, as part nothing contained in this Agreement is intended to preclude Acquiror from amending its restated certificate of any such reorganization, reclassification, consolidation, merger incorporation to change its capital structure or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of from issuing additional shares of Acquiror Common Stock, preferred stock, shares of other capital stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as are convertible into shares of capital stock.
(h) In the case may be, such Registered Holder had held event that the number of shares of Heritage Common Stock which were then purchasable upon outstanding is greater than 12,090,402 for any reason whatsoever (whether such increase constitutes a breach of this Agreement), other than as a result of the exercise of this Warrant. In any such caseHeritage Stock Options identified in Section 6.12, appropriate adjustment then the Exchange Ratio shall be adjusted to that ratio determined by multiplying the Exchange Ratio by a fraction (i) the numerator of which shall be 12,090,402 (the total number of shares of Heritage Common Stock outstanding as reasonably determined in good faith by the Board of Directors of the Companydate of this Agreement), and (ii) the denominator of which shall be made in the application total number of shares of Heritage Common Stock outstanding as of the provisions set forth herein with respect to the rights and interests thereafter Effective Time of the Registered Holder Merger, excluding not more than 548,336 shares, if any, issued after the date of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable Agreement upon the exercise of this WarrantHeritage Stock Options identified in Section 6.12.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Merger Agreement (First Midwest Bancorp Inc), Merger Agreement (Heritage Financial Services Inc /Il/)
Adjustments. In order to prevent dilution of the rights granted hereunder, the Warrant Price shall be subject to adjustment from time to time in accordance with this section.
(a) If In the event the Company shall declare a stock dividend or make any other distribution on any capital stock of the Company payable in common stock, options to purchase common stock, or securities convertible into common stock, or the Company shall at any time subdivide (other than by means of a dividend payable in common stock) its outstanding shares of the Company's Common Stock shall be subdivided common stock into a greater number of shares or combine such outstanding stock into a dividend smaller number of shares, then in Common Stock shall be paid in respect of Common Stockeach such event, the Purchase Warrant Price in effect immediately prior to such subdivision dividend, distribution, or at effective date of such combination shall be adjusted so that the holders of the Warrants shall be entitled to receive the kind and number of shares of common stock or other securities of the Company that they would have owned or have been entitled to receive, after the happening of any of the events described above, had such Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event.
(b) If any capital reorganization or reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the Company's assets to another corporation shall be effected in such a way that holders of common stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for common stock, then, as a condition of such dividend reorganization, reclassification, consolidation, merger, or sale, lawful adequate provisions shall simultaneously be made whereby the holders of the Warrants shall thereafter have the right to acquire and receive on exercise of the Warrants such shares of stock, securities, or assets as would have been issuable or payable (as part of the reorganization, reclassification, consolidation, merger, or sale) with the effectiveness respect to or in exchange for such number of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock common stock as would have been received on exercise of the Warrants immediately before such reorganization, reclassification, consolidation, merger, or sale. In any such case, appropriate provision shall be combined into a smaller made with respect to the rights and interests of the holders of the Warrants to the end that the provisions hereof (including provisions for adjustments of the Warrant Price and for the number of sharesshares issuable on exercise of the Warrants) shall thereafter be applicable in relation to any shares of stock, securities, or assets thereafter deliverable on the Purchase exercise of the Warrants. In the event of a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's assets, as a result of which a number of shares of common stock of the surviving or purchasing corporation greater or lesser than the number of shares of common stock outstanding immediately prior to such merger, consolidation, or purchase are issuable to holders of Warrants, then the Warrant Price in effect immediately prior to such merger, consolidation, or purchase shall be adjusted in the same manner as though there was a subdivision or combination shallof the outstanding shares of common stock. The Company will not effect any such consolidation, simultaneously merger, or sale unless, prior to the consummation thereof, the successor corporation resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument mailed or delivered to the holders of the Warrants, at the last address of each such holder appearing on the Company's books, the obligation to deliver to each such holder such shares of stock, securities, or assets as, in accordance with the effectiveness foregoing provisions, such holder may be entitled to acquire on exercise of the Warrants.
(c) If the Company shall issue any common stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Priceissuance, the number of Warrant Shares purchasable upon the exercise of this Warrant Price in effect immediately prior to each such issuance shall immediately (except as provided below) be changed reduced to the number price determined by dividing (i) an amount equal to the sum of (1) the number of shares issuable upon the exercise of this Warrant common stock outstanding immediately prior to such adjustment, issuance multiplied by the Purchase Warrant Price in effect immediately prior to such adjustmentissuance and (2) the consideration, if any, received by the Company upon such issuance, by (ii) the Purchase Price in effect total number of shares of common stock outstanding immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of issuance. For this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held purpose the number of shares of Common common stock outstanding shall be determined on a fully-diluted basis including Excluded Stock which were then purchasable that the Company has reserved for issuance and assuming the full exercise or conversion of all outstanding options, warrants, convertible securities, and other rights to acquire common stock.
(d) For the purposes of any adjustment of the Warrant Price pursuant to Subsection 8(c), the following provisions shall be applicable:
(i) In the case of the issuance of common stock for cash, the amount of the consideration received by the Company shall be deemed to be the amount of the cash proceeds received by the Company for such common stock before deducting therefrom any discounts, commissions, taxes, or other expenses allowed, paid, or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
(ii) In the case of the issuance of common stock (otherwise than upon the exercise conversion of this Warrant. In any such caseshares of capital stock or other securities of the Company) for a consideration in whole or in part other than cash, appropriate adjustment including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined in good faith by the Board board of Directors directors, irrespective of any accounting treatment.
(1) In the case of the Companyissuance of options, warrants, or other rights to purchase or acquire common stock (whether or not at the time exercisable), securities by their terms convertible into or exchangeable for common stock (whether or not at the time so convertible or exchangeable) or options, warrants, or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):
(A) the aggregate maximum number of shares of common stock deliverable upon exercise of such options, warrants, or other rights to purchase or acquire common stock shall be made deemed to have been issued at the time such options, warrants, or rights were issued and for a consideration equal to the consideration (determined in the application manner provided in subclauses (i) and (ii) above), if any, received by the Company upon the issuance of such options, warrants, or rights plus the provisions set forth herein with respect to minimum purchase price provided in such options, warrants, or rights for the rights and interests thereafter common stock covered thereby;
(B) the aggregate maximum number of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of common stock deliverable upon conversion of or other securities in exchange for any such convertible or property thereafter deliverable exchangeable securities, or upon the exercise of this Warrant.options, warrants, or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants, or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (i) and (ii) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants, or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(cC) When on any adjustment is required change in the number of shares of common stock deliverable upon exercise of any such options, warrants, or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be made in received by the Purchase PriceCompany upon such exercise, conversion, or exchange, including a change resulting from the antidilution provisions thereof, the Company Warrant Price as then in effect shall promptly mail forthwith be readjusted to such Warrant Price as would have been obtained had an adjustment been made upon the Registered Holder a certificate setting forth issuance of such options, warrants, or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the Purchase Price after basis of such adjustment and setting forth a brief statement change;
(D) on the expiration or cancellation of any such options, warrants, or rights, or the termination of the facts requiring right to convert or exchange such adjustment. Such certificate convertible or exchangeable securities, if the Warrant Price shall also set forth have been adjusted upon the kind and amount issuance thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights, or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of common stock actually issued upon the exercise of such options, warrants, or other securities rights, or property into which this upon the conversion or exchange of such convertible or exchangeable securities; and
(E) if the Warrant Price shall have been adjusted upon the issuance of any such options, warrants, rights, or convertible or exchangeable securities, no further adjustment of the Warrant Price shall be exercisable following made for the occurrence actual issuance of any of common stock upon the events specified in subsection 2(a) exercise, conversion, or (b) aboveexchange thereof.
Appears in 2 contracts
Sources: Warrant Agreement (Aradyme Corp), Warrant Agreement (Aradyme Corp)
Adjustments. (a) If outstanding shares In the event of any Extraordinary Distribution occurring on or after May 6, 2003, for purposes of determining the Company's Common Stock Value of a REIT Share or the UDR Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such Extraordinary Distribution shall be subdivided into adjusted by multiplying such price by a greater number fraction (i) the numerator of shares or a dividend in Common Stock which shall be paid in respect the price of Common Stock, a REIT Share on the Purchase Price in effect date immediately prior to such subdivision or at Ex-Date, and (ii) the record date denominator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined (A) the price of a REIT Share on the date immediately prior to such Ex-Date, minus (B) the fair market value on the date fixed for such determination of the portion of the evidences of indebtedness or assets so distributed applicable to one REIT Share (as determined by the Company, whose determination shall be conclusive); provided further, that such amount shall be so adjusted for each such Extraordinary Distribution occurring on or after May 6, 2003.
(b) In the event that, on or after May 6, 2003, the Company (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) splits or subdivides its outstanding REIT Shares, (iii) effects a reverse stock split or otherwise combines its outstanding REIT Shares into a smaller number of sharesREIT Shares, or (iv) otherwise reclassifies its outstanding REIT Shares, then, for purposes of determining the Purchase Price in effect immediately prior to Value of a REIT Share or the UDR Total Return, each price of a REIT Share determined as of a date on or after the Ex-Date for such combination shall, simultaneously with transaction shall be adjusted by multiplying such price by a fraction (x) the effectiveness numerator of such combination, which shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant REIT Shares purchasable upon issued and outstanding on the exercise Determination Date for such dividend, distribution, split, subdivision, reverse stock split, combination or reclassification (assuming for such purposes that such dividend, distribution, split, subdivision, reverse split or combination has occurred as of this Warrant such time) and (y) the denominator of which shall be changed to the number determined by dividing (i) an amount equal to the actual number of shares issuable upon REIT Shares (determined without the exercise of this Warrant immediately prior to above assumption) issued and outstanding on the Determination Date for such adjustmentdividend, multiplied by the Purchase Price in effect immediately prior to such adjustmentdistribution, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization split, subdivision, reverse stock split. combination or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required The Company shall have authority to be made in appropriately adjust the Purchase PriceUDR Market Capitalization, the Company shall promptly mail to UDR Total Return or the Registered Holder Value of a certificate setting forth the Purchase Price after REIT Share if any other transaction or circumstance occurs or arises that without such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) abovewould have an inequitable result.
Appears in 2 contracts
Sources: Limited Partnership Agreement (United Dominion Realty Trust Inc), Third Amended and Restated Agreement of Limited Partnership (United Dominion Realty Trust Inc)
Adjustments. (a) If outstanding shares The number and kind of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares securities purchasable upon the exercise of this Warrant and the Warrant Price shall be changed subject to the number determined by dividing (i) an amount equal adjustment from time to the number of shares issuable time upon the exercise occurrence of this Warrant immediately prior to such adjustmentcertain events, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.as follows:
(ba) If there shall occur RECLASSIFICATION, REORGANIZATION, CONSOLIDATION OR MERGER. In the case of any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)Stock, or any reorganization, consolidation or merger of the Company with or into another corporation, corporation (other than a merger or a transfer of all or substantially all reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the assets of Common Stock), the Company, then, as part of any or such reorganization, reclassification, consolidation, merger or salesuccessor corporation, as the case may be, lawful provision shall be made so execute a new warrant, providing that the Registered Holder of this Warrant shall have the right thereafter to receive exercise such new warrant and upon such exercise to receive, in lieu of each share of the Class of Stock theretofore issuable upon exercise hereof of this Warrant, the number and kind and amount of securities receivable upon such reclassification, reorganization, consolidation or merger by a holder of shares of stock or other securities or property which the same Class of Stock of the Company for each such Registered Holder would have been entitled to receive if, share of such Class of Stock. The aggregate Warrant Price of the new warrant shall be the aggregate Warrant Price in effect immediately prior to any such the reclassification, reorganization, reclassificationconsolidation or merger and the Warrant Price per share shall be appropriately increased or decreased. Such new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5 including, consolidationwithout limitation, merger or sale, as adjustments to the case may be, such Registered Holder had held Warrant Price and to the number of shares of Common Stock which were then purchasable share issuable upon the exercise of this Warrant. In any such case, appropriate adjustment The provisions of this subsection (as reasonably determined in good faith by the Board of Directors of the Companya) shall be made in the application of the provisions set forth herein with respect similarly apply to the rights and interests thereafter of the Registered Holder of this Warrantsuccessive reclassification, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicablereorganizations, as nearly as is reasonably practicable, in relation to any shares of stock consolidations or other securities or property thereafter deliverable upon the exercise of this Warrantmergers.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Cv Therapeutics Inc), Warrant Agreement (Cv Therapeutics Inc)
Adjustments. Subject and pursuant to the provisions of this Section 9, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. For purposes hereof, the term Warrant Price shall include the $2.00 minimum and $6.00 maximum exercise prices and the closing bid prices used in determining the Warrant Price which occurred prior to the applicable event.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Price in effect Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately after prior to such adjustmentevent. Such adjustment shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a sale, transfer or other disposition of all or substantially all of the Company's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 9(a)), or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Fair Market Value per share of Common Stock (as defined below), less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current Fair Market Value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. For this purpose, the "Fair Market Value" of the Common Stock shall be the closing price of the Common Stock as reported by the Nasdaq Stock Market for the thirty (30) trading days immediately preceding the date of the Exercise Agreement.
(d) For the duration of the term of this Warrant, if the Company shall at any time or from time to time issue or sell securities for a Per Share Selling Price (as such term is defined in the Debentures) less than the Warrant Price (other than issuances of Underlying Shares pursuant to Debentures and Warrants under the Purchase Agreement, issuances described in and permitted under Section 7.2(b)(iii) of the Purchase Agreement and other than issuances of Common Stock under the Company's duly adopted stock option and bonus plans for employees and directors), then the Warrant Price shall be automatically reset (if it would result in a reduction of such price) to a price equal to such Per Share Selling Price. For clarification purposes, the foregoing reset only applies to adjustment of the $2.00 minimum Warrant Price and the $6.00 maximum Warrant Price (as such figures may have been previously adjusted hereunder). The number of Warrant Shares shall be proportionally increased in the event of any adjustments pursuant to this paragraph. Such adjustments shall be made successively whenever such sales are made. If an adjustment (the "Adjustment") of the Warrant Price is required pursuant hereto, the Company shall deliver to the Warrantholder, within eight business days of the closing of the transaction giving rise to the Adjustment ("Delivery Date"), a notice ("Adjustment Notice") stating that such Warrant Price has been automatically adjusted as of the Delivery Date, and such notice shall constitute an amendment to this Warrant. In the event the Company fails to deliver the Adjustment Notice by the applicable Delivery Date, the Company shall be liable to the Warrantholder for a delay payment, as liquidated damages, equal to 2% of (x) the number of Warrant Shares issuable hereunder times (y) the Fair Market Value per share, per month payable in Common Stock or cash, at the Warrantholder's election (provided, that such failure to notify shall not affect automatic adjustment of the Warrant Price). The Company shall give to the Warrantholder written notice of any such sale of Common Stock within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale.
(e) An adjustment shall become effective immediately after the record date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.
(f) In the event that, as a result of an adjustment made pursuant to Section 9, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter 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 contained in this Warrant.
(cg) When In the event of any adjustment is required to be made in the Purchase number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment in the Warrant Price, the Company number of Warrant Shares issuable hereunder upon exercise shall promptly mail to be inversely proportionately increased or decreased, as the Registered Holder a certificate setting forth case may be, such that the Purchase Price after such adjustment and setting forth a brief statement aggregate purchase price for Warrant Shares upon full exercise of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following remain the occurrence of any of the events specified in subsection 2(a) or (b) abovesame.
Appears in 2 contracts
Sources: Callable Warrant Agreement (Fonar Corp), Callable Warrant (Fonar Corp)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common StockCompany shall, the Purchase Price in effect immediately prior to such subdivision or at the record date exercise of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If any Options, divide its outstanding shares of Common Stock by split-up, or if the Company shall be combined into declare a smaller number stock dividend or distribute shares of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)to its shareholders, or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were purchasable upon exercise of these Options immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination, the number of shares of Common Stock purchasable upon exercise of these Options immediately prior to such combination shall be proportionately decreased. Any resulting adjustment to the Exercise Price (see Paragraph 2(b)) shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor.
(b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (these Options is required to be adjusted as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth provided in this Section 2 2, the Exercise Price shall be adjusted (including provisions with respect to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any number of shares of stock or other securities or property thereafter deliverable Common Stock purchasable upon the exercise of this Warrantthese Options immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.
(c) In the case of an Acquisition (as defined in Section 9 below), the Company shall give the Optionholder at least two days' advance notice of such transaction. If the acquiror does not assume the Options in connection with the Acquisition, then subject to the closing of such transaction, (i) all of the Options shall be deemed to be immediately and fully vested, (ii) the Optionholder may exercise, as provided herein, such Options as of immediately before (but in fact subject to the condition subsequent of) such closing, and (iii) to the extent unexercised, all Options will terminate at such closing. If the Options are assumed in connection with an Acquisition, they shall thereafter be exercisable only for the applicable securities of the acquiror and not for securities of the Company; and all of the assumed Options shall be deemed to be immediately and fully vested.
(d) When any adjustment is required to be made in the Purchase Pricepursuant to this Section 2, the Company Company, upon the subsequent written request of any holder of the Options, shall promptly mail to the Registered Holder said holder a certificate setting forth the Purchase Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth forth, if applicable, the kind and amount of stock or other securities or property into for which this Warrant the Options shall be exercisable following the occurrence of any of the events specified specified.
(e) The Company shall not be required upon the exercise of any of the Options to issue any fraction of shares, but shall make any adjustment therefor in subsection 2(acash on the basis of the fair market value of any such fractional interest as it shall appear on the public market for such shares, or, if there is no public market for such shares, then as shall be reasonably determined by the Company.
(f) The Company may at any time in its sole discretion which shall be conclusive make any change in the form of Option Certificate that the Company may deem appropriate and that does not affect the substance thereof; and any Option Certificate thereafter issued or (b) abovesigned, whether in exchange or substitution for an outstanding Option Certificate or otherwise, may be in the form as changed.
Appears in 2 contracts
Sources: Employment Agreement (Cardiodynamics International Corp), Option Agreement (Cardiodynamics International Corp)
Adjustments. (a) If outstanding shares The number of the Company's Common Stock Option Shares subject to this Option shall be subdivided into a greater number of shares proportionately adjusted for any increase or a dividend decrease in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant issued Shares purchasable upon resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to Shares, or any other increase or decrease in the number of shares issuable upon the exercise issued Shares effected without receipt of this Warrant immediately prior to such adjustment, multiplied consideration by the Purchase Price Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustments shall be made by the Board, whose determination in effect immediately prior to such adjustmentthat respect shall be final, by (ii) the Purchase Price in effect immediately after such adjustmentbinding and conclusive.
(b) If there shall occur any capital reorganization In the event of the proposed dissolution or reclassification liquidation of the Company's Common Stock , the Committee shall notify Participant as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for Participant to have the right to exercise the vested portion of this Option until ten (other than 10) days prior to such transaction. To the extent it has not been previously exercised, this Option will terminate immediately prior to the consummation of such proposed action.
(c) In the event of Change in Control that is a change in par value or a subdivision or combination as provided for in subsection 2(a) above)merger, consolidation, or any consolidation or merger similar reorganization of the Company with any other entity pursuant to which the holders of Shares surrender Shares (or into another corporation, the Shares are deemed converted) in exchange for other shares of capital stock or a transfer of all or substantially all securities of the assets of the CompanyCompany or another entity, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision then an equitable adjustment shall be made so in this Option and Participant’s Shares subject to the Plan. Such equitable adjustment may be (i) the substitution of the number and kind of shares of capital stock or other securities that the Registered Holder holders of Shares are entitled to receive for each Share surrendered pursuant to the transaction and/or the proportionate adjustment to the Exercise Price or (ii) any other adjustment that the Board determines to be equitable. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.
(d) Except as provided in this Warrant Section 7, Participant shall have the right thereafter to receive upon the exercise hereof the kind and amount no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other securities increase or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held decrease in the number of shares of Common Stock which were then purchasable upon the exercise stock of this Warrantany class. In any such case, appropriate adjustment (as reasonably determined in good faith Any issuance by the Board Company of Directors shares of the Company) stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to this Option. The grant of this Option shall not affect in any way the application right or power of the provisions set forth herein with respect Company to the rights and interests thereafter make adjustments, reclassifications, reorganizations or changes of the Registered Holder its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock its business or other securities or property thereafter deliverable upon the exercise of this Warrantassets.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Kanbay International Inc), Non Qualified Stock Option Agreement (Kanbay International Inc)
Adjustments. The type and number of securities of the Company issuable upon exercise of this Warrant and the Exercise Price are subject to adjustment as set forth below:
(a) If outstanding the Company shall at any time declare a dividend payable in shares of Common Stock, then the Company's Warrantholder, upon exercise of this Warrant after the record date for the determination of holders of Common Stock entitled to receive such dividend, shall be entitled to receive upon exercise of this Warrant, in addition to the number of shares of Common Stock as to which this Warrant is exercised, such additional shares of Common Stock as such holder would have received had this Warrant been exercised immediately prior to such record date.
(b) If the Company shall at any time effect a recapitalization or reclassification of such character that the shares of Common Stock shall be subdivided changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof the number of shares of Common Stock which the Warrantholder shall be entitled to purchase upon exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization or reclassification, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionately decreased and, in the case of a decrease in the number of shares, proportionately increased.
(c) If the Company shall at any time distribute to holders of Common Stock cash, evidences of indebtedness or other securities or assets (other than cash dividends or distributions payable out of earned surplus) then, in any such case, the Warrantholder shall be entitled to receive, upon exercise of this Warrant, with respect to each share of Common Stock issuable upon such exercise, the amount of cash or evidences of indebtedness or other securities or assets which such holder would have been entitled to receive with respect to each such share of Common Stock as a result of the happening of such event had this Warrant been exercised immediately prior to the record date or other date fixing stockholders to be affected by such event.
(d) If at any time on or after the date hereof the Company shall subdivide its outstanding shares of Common Stock into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Warrant Price in effect immediately prior to such subdivision shall thereby be proportionately reduced and the number of shares receivable upon exercise of the Warrant shall thereby be proportionately increased; and, conversely, if at any time on or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date hereof the outstanding number of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Warrant Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall thereby be proportionately increased. When any adjustment is required to be made in the Purchase Price, increased and the number of shares receivable upon exercise of the Warrant Shares purchasable shall thereby be proportionately decreased.
(e) As used in this Warrant the term "Exercise Price" shall mean the purchase price per share specified in this Warrant until the occurrence of an event stated in subsections (b) or (d) of this Section 12 and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsections. No adjustment made pursuant to any provision of this Section 12 shall have the effect of increasing the total consideration payable upon the exercise of this Warrant shall be changed to in respect of all the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall may be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveexercised.
Appears in 2 contracts
Sources: Warrant Agreement (Pointcast Inc), Warrant Agreement (Pointcast Inc)
Adjustments. Subject to the provisions of this Section 3, the Purchase Price and the shares of the Common Stock as to which the Warrant may be exercised shall be subject to adjustment from time to time as hereinafter set forth:
(a) If at any time, or from time to time, the Company shall, by subdivision, consolidation, or reclassification of shares, or otherwise, change as a whole the outstanding shares of the Company's Common Stock shall be subdivided into a greater different number or class of shares, the number and class of shares so changed shall replace the shares outstanding immediately prior to such change and the Purchase Price and the number of shares or a dividend in Common Stock purchasable under the Warrant immediately prior to the date on which such change shall become effective shall be paid proportionately adjusted.
(b) Irrespective of any adjustments or change in the Purchase Price or the number of securities actually purchasable under the Warrant, the Warrant theretofore and thereafter issued may continue to express the exercise price and the number of securities purchasable thereunder as the Purchase Price and the number of securities purchasable were expressed in the Warrant when initially issued.
(c) If at any time while the Warrant is outstanding, the Company shall consolidate with, or merge into, another corporation, firm or entity, or otherwise enter into a form of business combination, the holder of the Warrant shall thereafter be entitled upon exercise thereof to purchase, with respect to each security purchasable thereunder immediately prior to the date on which such consolidation or merger or other form of Common Stockbusiness combination shall become effective, the securities or property to which a holder of one such security would have been entitled upon such consolidation or merger or other form of business combination, without any change in, or payment in addition to, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger or other form of business combination, and the Company shall take such steps in connection with such consolidation or merger or other form of business combination as may be necessary to assure that all the provisions of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicablemay be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this the Warrant.
(cd) When The Board of Directors of the Company, in its discretion, may, at any adjustment is required to be made in time during the exercise period of the Warrant, extend the exercise period or reduce the Purchase PricePrice for all warrants then outstanding.
(e) Upon the happening of any event requiring the adjustment of the exercise price hereunder, the Company shall promptly mail forthwith give written notice thereof to the Registered Holder a certificate setting forth registered holder of the Warrant stating the adjusted Purchase Price after and the adjusted number of securities purchasable upon the exercise thereof resulting from such adjustment event and setting forth a brief statement in reasonable detail the method of calculation and the facts upon which such calculation is based. The certificate of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant Company's independent public accountants shall be exercisable following conclusive evidence of the occurrence correctness of any of the events specified in subsection 2(a) or (b) abovecomputation made hereunder.
Appears in 2 contracts
Sources: Warrant Agreement (Substance Abuse Technologies Inc), Warrant Agreement (Substance Abuse Technologies Inc)
Adjustments. The number of shares of Common Stock or other securities purchasable upon the exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows:
(a) If outstanding shares of the Company's Company (i) pays a dividend in Common Stock shall be subdivided or makes a distribution in Common Stock or shares convertible in Common Stock, (ii) subdivides its outstanding Common Stock into a greater number of shares or a dividend in shares, (iii) combines its outstanding Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, or (iv) issues, by reclassification of its Common Stock, other securities of the Purchase Price in effect Company, then the number and kind of shares of Common Stock or other securities purchasable upon exercise of a Warrant immediately prior thereto will be adjusted so that the holder of a Warrant will be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that such holder would have owned and would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to such combination shall, simultaneously with the effectiveness happening of such combination, be proportionately increasedevent or any record date with respect thereto. When any Any adjustment is required made pursuant to be made in this subsection 8.1(a) will become effective immediately after the Purchase Price, the number effective date of Warrant Shares purchasable upon the exercise of this Warrant shall be changed such event retroactive to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to record date, if any, for such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentevent.
(b) If there shall occur the Company issues or sell any capital reorganization shares of Common Stock or reclassification any rights or warrants to purchase shares of Common Stock or securities convertible into Common Stock at a price per share of Common Stock that is less than 90% of the Company's Daily Market Price (as defined in Section 10(e) hereof) of the Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with trading day immediately preceding (or into another corporation, or a transfer the same day if trading has been completed for such day) of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger issuance or sale, as the case may be, lawful provision Warrant Price shall be made so that reduced by multiplying the Registered Holder Warrant Price in effect on the date of this Warrant issuance of such shares, warrants, rights or convertible securities by a fraction, the denominator of which shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such shares, rights, warrants or convertible securities plus the number of additional shares of Common Stock offered for subscription or purchase or issuable on conversion, and the numerator of which were then purchasable shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such shares, rights, warrants or convertible securities plus the number of shares which the aggregate offering price of the total number of shares so offered, issued or issuable, or, with respect to convertible securities, the aggregate consideration received or to be received by the Company for the convertible securities, would purchase at such Daily Market Price. Such adjustment shall be made successively whenever such shares, rights, warrants or convertible securities are issued and shall become effective immediately after the date of such issuance. However, upon the expiration of any right or warrant to purchase Common Stock or conversion right, the issuance of which resulted in an adjustment in the Warrant Price, if any such right, warrant or conversion right shall expire and shall not have been exercised, the Warrant Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Warrant Price made pursuant to the provisions of this Section 8.1(b) after the issuance of such rights, warrants or convertible securities) had the adjustment of the Warrant Price upon the issuance of such rights, warrants or convertible securities been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of this Warrant. In such rights or warrants actually exercised or the conversion of the convertible securities actually converted.
(c) If the Company distributes to all holders of Common Stock evidences of its indebtedness or assets (excluding cash dividends or cash distributions paid out of earned surplus and made in the ordinary course of business) or rights to subscribe for or purchase any security, then in each such casecase the Warrant Price shall be determined by multiplying the Warrant Price in effect prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction, appropriate adjustment the denominator of which shall be the Daily Market Price of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Daily Market Price of the Common Stock, less the then fair market value (as reasonably determined by the Board of Directors of the Company in good faith, whose determination shall be conclusive if made in good faith; provided, however, that in the event of a distribution or series of related distributions exceeding 10% of the net assets of the Company, then such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) selected in good faith by the Board of Directors of the Company, and in either case shall be described in a statement provided to Warrant holders) of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date mentioned above. In the event such distribution is not made, the Warrant Price shall again be adjusted to the number that was in effect immediately prior to such record date.
(d) No adjustment in the application number of the provisions set forth herein with respect shares or securities purchasable pursuant to the rights and interests thereafter Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the Registered Holder number of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable then purchasable upon the exercise of this Warrant.
(c) When the Warrants, provided, however, that any adjustment which by reason of this subsection 8.1(d) is not required to be made shall be carried forward and taken into account in any subsequent adjustments.
(e) The Company may, at its option, at any time during the Purchase Priceterm of the Warrant, reduce the then current Warrant Price to any amount, consistent with applicable law, deemed appropriate by the Board of Directors of the Company.
(f) Whenever the number of shares or securities purchasable upon the exercise of the Warrants is adjusted, as herein provided, the Warrant Price for shares payable upon exercise of the Warrants shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares so purchasable immediately thereafter.
(g) Whenever the number of shares or securities purchasable upon the exercise of the Warrants and/or the Warrant Price is adjusted as herein provided, the Company shall cause to be promptly mail mailed to the Registered Holder each registered holder of a Warrant by first class mail, postage prepaid, notice of such adjustment and a certificate of the chief financial officer of the Company setting forth the Purchase Price number of shares or securities purchasable upon the exercise of the Warrants after such adjustment and setting forth adjustment, the Warrant Price as adjusted, a brief statement of the facts requiring such adjustment. Such certificate adjustment and the computation by which such adjustment was made.
(h) For the purpose of this subsection 8.1, the term "Common Stock" shall also set forth mean (i) the kind and amount class of stock designated as the voting Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock or securities resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, a registered holder shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other securities or property into which this Warrant so purchasable upon exercise of the Warrants shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified shares contained in subsection 2(a) or (b) abovethis Section 8.
Appears in 2 contracts
Sources: Warrant Agreement (Ugly Duckling Corp), Warrant Agreement (Ugly Duckling Corp)
Adjustments. (a) If In the event that the outstanding shares Shares of the Company's Common Stock shall be subdivided Company are hereafter increased or decreased or changed into or exchanged for a greater different number or kind of shares or other securities of the Company or of another corporation, by reason of a dividend in Common Stock shall be paid in respect of Common Stockrecapitalization, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number reclassification, stock split-up, combination of shares, or dividend or other distribution payable in capital stock, appropriate adjustment shall be made by the Purchase Price Board in effect immediately prior the number and kind of shares as to such combination which the outstanding Option, or portions thereof then unexercised, shall be exercisable, to the end that the proportionate interest of the holder of the Option shall, simultaneously with to the effectiveness extent practicable, be maintained as before the occurrence of such combination, be proportionately increasedevent. When any Such adjustment is required to in outstanding Option shall be made without change in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed total price applicable to the number determined by dividing (i) an amount equal to unexercised portion of the number of shares issuable upon Option but with a corresponding adjustment in the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentOption price per share.
(b) If there In the event that the Board shall occur any capital reorganization adopt resolutions recommending the dissolution or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets liquidation of the Company, thenany Option granted under this Agreement shall terminate as of a date to be fixed by the Board, as part provided that not less than thirty (30) days' written notice of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision date so fixed shall be made so that the Registered Holder of this Warrant given to each Optionee and each such Optionee shall have the right thereafter during such period to receive upon exercise his Option as to all or any part of the exercise hereof the kind and amount of shares of stock or other securities or property covered thereby, including shares as to which such Registered Holder Option would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number not otherwise be exercisable by reason of shares an insufficient lapse of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warranttime.
(c) When any adjustment is required to be made In the event of a Reorganization (as hereinafter defined) in the Purchase Price, which the Company shall promptly mail to is not the Registered Holder surviving or acquiring company, or in which the Company is or becomes a certificate setting forth wholly owned subsidiary of another company after the Purchase Price after such adjustment and setting forth a brief statement effective date of the facts requiring such adjustment. Such certificate shall also set forth Reorganization, then
(i) If there is no plan or agreement respecting the kind and amount of stock Reorganization ("Reorganization Agreement") or other securities if the Reorganization Agreement does not specifically provide for the change, conversion or property into which this Warrant shall be exercisable following the occurrence of any exchange of the events specified Shares under outstanding and unexercised stock options for securities of another corporation, then the Board shall take such action, and the Option shall terminate, as provided in subsection 2(a) or subparagraph (b) aboveof this Paragraph 4; or
(ii) If there is a Reorganization Agreement and if the Reorganization Agreement specifically provides for the change, conversion, or exchange of the Shares under outstanding and unexercised stock options for securities of another corporation, then the Board shall adjust the Shares under such outstanding and unexercised stock options in a manner not inconsistent with the pro visions of the Reorganization Agreement for the adjustment, change, conversion, or exchange of such Shares and such Option.
Appears in 2 contracts
Sources: Standard Restricted Stock Option Award Agreement (Team Inc), Standard Restricted Stock Option Award Agreement (Team Inc)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant, at the last address of such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined in good faith by the Company's Board of Directors) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. "Market Price" as of a particular date (the "Valuation Date") shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. ("Nasdaq"), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the fair market value of one share of Common Stock as of the Valuation Date shall be determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Odetics Inc), Warrant Agreement (Odetics Inc)
Adjustments. The number of shares of Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows:
(a) If In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (C) combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shallor (D) issue by reclassification, simultaneously with the effectiveness recapitalization or reorganization of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets capital stock of the Company, then, as part of any then in each such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be equitably adjusted so that the Holder of any Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which were such Holder would have owned or been entitled to receive immediately following such action had such Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 4.1(a), the Holder of any Equity Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent) shall determine the allocation of the Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.
(b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock or other securities convertible or exchangeable for shares of Common Stock at a price per share of Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of the adjustments set forth in this Section 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then purchasable the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) 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 the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; PROVIDED, HOWEVER, in the event that all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of this Warrantsuch rights or warrants, upon the expiration of such rights or warrants the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be readjusted to the number of shares of Common Stock issuable upon exercise of an Equity Warrant which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. In determining whether any security covered by this Section 4.1(b) entitles the holders to subscribe for or purchase shares of Common Stock at less than such caseCurrent Market Price, appropriate adjustment and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as reasonably set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company) in its good faith judgment (whose determination shall be made described in a statement filed by the application of Company with the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantEquity Warrant Agent).
(c) When In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is required made pursuant to be made in the Purchase Price, subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company shall promptly mail (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement number of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount shares of stock or other securities or property into which this Common Stock issuable upon exercise of an Equity Warrant shall be exercisable following adjusted so that the occurrence same shall equal the product determined by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Board of Directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent, as appropriate) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any of the events specified in subsection 2(a) or computation under subsections (b) aboveand (c) of this Section 4.1, the "CURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term "TIME OF DETERMINATION" shall mean the time and date of the record date for determining stockholders entitled to receive the rights, warrants or distributions referred to in Section 4.1(b) and (c).
Appears in 2 contracts
Sources: Equity Warrant Agreement (Usa Networks Inc), Equity Warrant Agreement (Expedia, Inc.)
Adjustments. The number of Warrant Shares purchasable upon the exercise of the Warrants shall be subject to adjustments as follows:
(a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock shall be paid or securities convertible into Common Stock or make a distribution to its stockholders in respect Common Stock or securities convertible into Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of its Common Stock other securities of the Company; then the number of Warrant Shares purchasable upon exercise of the Warrants immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, the Purchase Price in effect had such Warrants been exercised immediately prior to the happening of such subdivision event or at any record date with respect thereto. Any adjustment made pursuant to this subsection 10.1(a) shall become effective immediately after the record effective date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after event retroactive to the record date date, if any, for such event.
(b) If, prior to the expiration of such dividend the Warrants by exercise, by their terms, or by redemption, the Company shall be proportionately reduced. If recapitalized by reclassifying its outstanding shares of Common Stock into shares with a different par value, or by changing its outstanding shares of Common Stock into shares without par value or in the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be combined into a smaller made whereby any Warrant Holder shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the Warrant Shares theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of sharesWarrant Shares theretofore purchasable on exercise of the Warrants had such reclassification, recapitalization or conveyance not taken place; and in any such event, the Purchase Price rights of any Warrant Holder to any adjustment in effect the number of Warrant Shares purchasable on exercise of such Warrant, as set forth above, shall continue to be preserved in respect of any stock, securities or assets which the Warrant Holder becomes entitled to purchase.
(c) In case the Company shall issue rights, options, warrants, or convertible securities to all or substantially all holders of its Common Stock, without any charge to such holders, entitling them to subscribe for or purchase Common Stock at a price per share which is lower at the record date mentioned below than the then Current Market Price, the number of Shares thereafter purchasable upon the exercise of each Option shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Options by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such combination shall, simultaneously with the effectiveness issuance of such combinationrights, options, warrants or convertible securities plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be proportionately increasedthe number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants, or convertible securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such Current Market Price. When any Such adjustment is required to shall be made whenever such rights, options, warrants, or convertible securities are issued, and shall become effective immediately and retroactively to the record date for the determination of shareholders entitled to receive such rights, options, warrants, or convertible securities.
(d) In case the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in subsection 10.1(b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Warrant Shares theretofor purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the then Current Market Price on the date of such distribution, and of which the denominator shall be such Current Market Price on such date minus the then fair value (determined as provided in subsection 10.1(g)(y) below) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants, or convertible securities applicable to one share. 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 determination of stockholders entitled to receive such distribution.
(e) No adjustment in the Purchase Pricenumber of Warrant Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Warrant Shares then purchasable upon the exercise of the Warrants or, if the Warrants are not then exercisable, the number of Warrant Shares purchasable upon the exercise of the Warrants on the first date thereafter that the Warrants become exercisable; provided, however, that any adjustments which by reason of this Warrant subsection 10.1(e) are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment.
(if) an amount equal to Whenever the number of shares issuable Warrant Shares purchasable upon the exercise of this the Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of the Warrant 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 the Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price in effect denominator shall be the number of Warrant Shares so purchasable immediately prior to such adjustmentthereafter.
(g) For the purpose of this subsection 10.1, by the term "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 Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the Purchase Price in effect immediately after such adjustment.
event that at any time, as a result of an adjustment made pursuant to this Section 10, the Warrant Holder shall become entitled to purchase any securities of the Company other than Common Stock, (by) If there shall occur if the Warrant Holder's right to purchase is on any capital reorganization or reclassification other basis than that available to all holders of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)Stock, or any consolidation or merger of the Company with or into another corporation, or a transfer shall obtain an opinion of all or substantially all of the assets of the Company, then, as part of any an independent investment banking firm valuing such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right other securities; and (z) thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then such other securities so purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) Warrants shall be made subject to adjustment from time to time in the application of a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Warrant Shares contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant10.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Firstlink Communications Inc), Warrant Agreement (American Educational Products Inc)
Adjustments. The Exercise Price and the number of Common Shares issuable to the Warrantholder pursuant to this Warrant Certificate shall be subject to adjustment from time to time in the events and in the manner provided as follows:
(ai) If outstanding shares at any time during the Adjustment Period the Corporation shall:
A. fix a record date for the issue of, or issue, Common Shares or securities exchangeable for or convertible into Common Shares to the holders of all or substantially all of the Company's outstanding Common Stock shall be subdivided Shares by way of a stock dividend;
B. fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable or exercisable for or convertible into Common Shares;
C. subdivide the outstanding Common Shares into a greater number of shares Common Shares; or D. consolidate the outstanding Common Shares into a dividend lesser number of Common Shares, (any of such events in subclauses 5(b)(i)A, 5(b)(i)B, 5(b)(i)C and 5(b)(i)D above being herein called a “Common Stock Share Reorganization”), the Exercise Price shall be paid in respect adjusted on the earlier of the record date on which holders of Common Stock, Shares are determined for the Purchase purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or saleeffective date, as the case may be, lawful provision by a fraction:
I. the numerator of which shall be made so the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and
II. the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable or exercisable for or convertible into Common Shares the number of Common Shares that would have been outstanding had such securities been exchanged or exercised for or converted into Common Shares on such date). To the Registered Holder extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(b)(i) as a result of this Warrant the fixing by the Corporation of a record date for the distribution of securities exchangeable or exercisable for or convertible into Common Shares, the Exercise Price shall have be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right thereafter to receive the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. Any Warrantholder who has not exercised his right to subscribe for and purchase Common Shares on or prior to the record date of such stock dividend or distribution or the effective date of such subdivision or consolidation, as the case may be, upon the exercise hereof of such right thereafter shall be entitled to receive and shall accept in lieu of the kind number of Common Shares then subscribed for and amount purchased by such Warrantholder, at the Exercise Price determined in accordance with this clause 5(b)(i) the aggregate number of shares of stock or other securities or property which Common Shares that such Registered Holder Warrantholder would have been entitled to receive as a result of such Common Share Reorganization, if, immediately prior to any on such reorganization, reclassification, consolidation, merger record date or saleeffective date, as the case may be, such Registered Holder Warrantholder had held been the holder of record of the number of Common Shares so subscribed for and purchased.
(ii) if at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable or exercisable for or convertible into Common Shares at a price per share to the holder (or in the case of securities exchangeable or exercisable for or convertible into Common Shares, at an exchange, exercise or conversion price per share) at the date of issue of such securities of less than 95% of the Current Market Price of the Common Shares on such record date (any of such events being called a “Rights Offering”), the Exercise Price shall be adjusted effective immediately after the record date for such Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:
A. the numerator of which shall be the aggregate of
I. the number of Common Shares outstanding on the record date for the Rights Offering, plus
II. the quotient determined by dividing
(1) either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange, exercise or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged, exercised or converted, as the case may be, by
(2) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and
B. the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date plus the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable or exercisable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged, exercised or converted). If by the terms of the rights, options, or warrants referred to in this clause (ii), there is more than one purchase, exchange, exercise or conversion price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate exchange, exercise or conversion price of the exchangeable, exercisable or convertible securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, exchange, exercise or conversion price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause (ii) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause (ii), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
(iii) If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of:
A. shares of the Corporation of any class other than Common Stock Shares;
B. rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than rights, options or warrants pursuant to which were holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable or exercisable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable or exercisable for or convertible into Common Shares at an exchange, exercise or conversion price per share) on the record date for the issue of such securities to the holder of at least 95% of the Current Market Price of the Common Shares on such record date);
C. evidences of indebtedness of the Corporation; or
D. any property or assets of the Corporation; and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:
I. the numerator of which shall be the difference between
(1) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and
(2) the aggregate fair market value, as determined by the directors of the Corporation, to the holders of Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and
II. the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(b)(iii) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares referred to in this clause 5(b)(iii), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the amount which would then purchasable be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.
(iv) If at any time during the Adjustment Period there shall occur:
A. a reclassification or redesignation of the Common Shares, a change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Common Share Reorganization;
B. a consolidation, amalgamation, arrangement or merger of the Corporation with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities;
C. the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity; (any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Common Shares to which the Warrantholder was theretofor entitled upon the exercise of this Warrantthe Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of the Warrants. In If necessary, as a result of any such caseCapital Reorganization, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) adjustments shall be made in the application of the provisions set forth herein of this Warrant Certificate with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such Warrantholder to the end that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter correspondingly be applicable, made applicable as nearly as is may reasonably practicable, be possible in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrants. Any such adjustment must be made by and set forth in an amendment to this WarrantWarrant approved by the directors of the Corporation.
(cv) When If at any time during the Adjustment Period any adjustment is required to be made or readjustment in the Purchase Price, the Company Exercise Price shall promptly mail occur pursuant to the Registered Holder a certificate setting forth provisions of clause 5(b)(i) of this Warrant Certificate, then the Purchase Price after number of Common Shares purchasable upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Common Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment and setting forth or readjustment by a brief statement fraction of which the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant numerator shall be exercisable following the occurrence of any of Exercise Price in effect immediately prior to such adjustment or readjustment and the events specified in subsection 2(a) denominator shall be Exercise Price resulting from such adjustment or (b) abovereadjustment.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Klondex Mines LTD), Membership Interest Purchase Agreement (Klondex Mines LTD)
Adjustments. (a) a. If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) b. If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) 2.a. above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests interest thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) c. When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) 2.a. or (b) b. above.
d. In the event that the Company shall make any distribution of its assets upon or with respect to its Common Stock, as a liquidating or partial liquidating dividend, or other than as a dividend payable out of earnings or any surplus legally available for dividends under the laws of the state of incorporation of the Company, the Registered Holder shall be entitled to receive upon exercise of this Warrant the amount of such assets (or, at the option of the Company, an amount equal to the value thereof at the time of distribution, as determined by the Company's board of directors in its sole discretion) which would have been distributed to such Registered Holder if it had exercised its right to exercise immediately prior to the record date for such distribution or, in the absence of a record date, immediately prior to the date of such distribution.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Saliva Diagnostic Systems Inc), Common Stock Purchase Warrant (Saliva Diagnostic Systems Inc)
Adjustments. The number of shares of Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows:
(a) If In case the Company shall (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shallor (iv) issue by reclassification, simultaneously with the effectiveness recapitalization or reorganization of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets capital stock of the Company, then, as part of any then in each such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable issuable upon the exercise of an Equity Warrant shall be equitably adjusted so that the Holder of any Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which such Holder would have owned or been entitled to receive immediately following such action had such Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Warrantsubsection 4.1(a) shall become effective immediately after the record date and written notice thereof to the Equity Warrant Agent, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. In If, as a result of an adjustment made pursuant to this subsection 4.1(a), the Holder of any such case, appropriate adjustment (as reasonably determined in good faith by the Board Equity Warrant thereafter exercised shall become entitled to receive shares of Directors two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Company's board of directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent and which shall be conclusive for all purposes) shall be made in determine the application allocation of the provisions set forth herein with respect Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.
(b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the rights and interests thereafter record date mentioned below) to subscribe for or purchase shares of Common Stock or other securities convertible or exchangeable for shares of Common Stock at a price per share of Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Registered Holder Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of this Warrant, such that the provisions adjustments set forth in this Section 2 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (including provisions with respect immediately prior to adjustment such issuance) 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 the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the Purchase total number of shares so offered would purchase at such Current Market Price) . Such adjustment shall thereafter be applicablemade successively whenever any rights or warrants are issued, as nearly as is reasonably practicableand shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; provided, however, in relation to any the event that all the shares of stock Common Stock offered for subscription or other securities or property thereafter deliverable purchase are not delivered upon the exercise of such rights or warrants, upon the expiration of such rights or warrants the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be readjusted to the number of shares of Common Stock issuable upon exercise of an Equity Warrant which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. In determining whether any security covered by this WarrantSection 4.1(b) entitles the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined by the Company's board of directors in its good faith judgment (whose determination shall be described in a statement filed by the Company with the Equity Warrant Agent, and which statement the Equity Warrant Agent shall be entitled to rely on for all purposes and the Equity Warrant Agent shall have no obligation to investigate or confirm the accuracy thereof.)
(c) When In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is required made pursuant to be made in the Purchase Price, subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company shall promptly mail (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement number of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount shares of stock or other securities or property into which this Common Stock issuable upon exercise of an Equity Warrant shall be exercisable following adjusted so that the occurrence same shall equal the product determined by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Company's board of directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent and the Equity Warrant Agent, as appropriate, and which statement the Equity Warrant Agent shall be entitled to rely on for all purposes and the Equity Warrant Agent shall have no obligation to investigate or confirm the accuracy thereof) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any of the events specified in subsection 2(a) or computation under subsections (b) aboveand (c) of this Section 4.1, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term "Time of Determination" shall mean the time and date of the record date for determining stockholders entitled to receive the rights, warrants or distributions referred to in Section 4.1(b) and (c).
Appears in 2 contracts
Sources: Stockholder Equity Warrant Agreement (Interactivecorp), Stockholder Equity Warrant Agreement (Interactivecorp)
Adjustments. (a) If outstanding shares of the Company's Common Stock The Option shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stocksubject to adjustment (including, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shareswithout limitation, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal as to the number of shares issuable upon Option Shares and the exercise Option Price per share) in the sole discretion of this Warrant immediately prior the Committee and in such manner as the Committee may deem equitable and appropriate in connection with the occurrence of any of the events described in Section 4.2 of the Plan following the Determination Date; provided, however, that adjustments shall be made to the -------- ------- Option if, and in the same manner that, adjustments are being made in connection with the occurrence of any such adjustment, multiplied by event to any other option granted under the Purchase Plan. Adjustments to the Option Price in effect immediately prior to such adjustment, by (ii) shall be made on a per share basis so that the Purchase aggregate remaining Option Price in effect immediately after such adjustmentis unchanged.
(b) If there In the event of any Approved Transaction, Board Change or Control Purchase, the Option shall become exercisable in full without regard to paragraph 2; provided, however, that to the extent not theretofore exercised the -------- ------- Option shall terminate upon the first to occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger consummation of the Company with Approved Transaction or into another corporation, the expiration or a transfer of all or substantially all early termination of the assets Option Term. Notwithstanding the foregoing, the Committee may, in its discretion, determine that the Option will not become exercisable on an accelerated basis in connection with an Approved Transaction and/or will not terminate if not exercised prior to consummation of the CompanyApproved Transaction, then, as part of any such reorganization, reclassification, consolidation, merger if the Board or salethe surviving or acquiring corporation, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have taken or made effective provision for the right thereafter taking of such action as in the opinion of the Committee is equitable and appropriate to receive upon substitute a new Award for the exercise Award evidenced by this Agreement or to assume this Agreement and the Award evidenced hereby and in order to make such new or assumed Award, as nearly as may be practicable, equivalent to the Award evidenced by this Agreement as then in effect (but before giving effect to any acceleration of the exercisability hereof unless otherwise determined by the Committee), taking into account, to the extent applicable, the kind and amount of shares of stock securities, cash or other securities assets into or property for which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Company Series A Common Stock which were then purchasable upon may be changed, converted or exchanged in connection with the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantApproved Transaction.
(c) When any adjustment is required If the Distribution does not occur prior to the time that the Option becomes exercisable, the Option Price and Option Shares shall be made appropriately adjusted so that the Option shall be exercisable, in the Purchase Priceaggregate, for 1% of the issued and outstanding common equity of the Company shall promptly mail (after giving effect to the Registered Holder a certificate setting forth transactions contemplated by the Purchase Price after such adjustment and setting forth a brief statement Reorganization Agreement other than the Distribution), for an aggregate purchase price equal to 1% of TCI's Net Investment as of the facts requiring date the Option first becomes exercisable, but excluding any portion of TCI's Net Investment that as of such adjustment. Such certificate shall also set forth the kind and amount of stock date is represented by a promissory note or other securities evidence of indebtedness from the Company (or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(aits subsidiaries) to TCI (or (b) aboveany subsidiary of TCI).
Appears in 2 contracts
Sources: Option to Purchase Series a Common Stock (Tci Satellite Entertainment Inc), Option to Purchase Series a Common Stock (Tci Satellite Entertainment Inc)
Adjustments. Subject and pursuant to the provisions of this ----------- Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common StockStock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets (including cash) as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets (including cash) thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than (i) cash dividends or cash distributions payable out of consolidated earnings or earned surplus, (ii) dividends or distributions referred to in Section 8(a), or (iii) distributions of the assets or equity interests of BSST LLC, a Delaware limited liability company (or its successor in interest)), or subscription rights or warrants, the Purchase Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at payment date by a fraction, the record date numerator of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock which shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. "Market Price" as of a particular date (the "Valuation Date") shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on the NASDAQ Stock Market, Inc. National Market System or SmallCap Market System ("Nasdaq"), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Fair Market Value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.the
Appears in 2 contracts
Sources: Warrant Agreement (Amerigon Inc), Warrant Agreement (Amerigon Inc)
Adjustments. It is the intention of the Borrower and Lender that the Lender shall be able to convert (aif Lender so elects, in Lender’s sole and absolute discretion) If outstanding the Advisory Fee Shares into shares of the Company's Common Stock (the “Series C Conversion Shares”) in accordance with the rights and preferences of the Series C Preferred Stock, and to thereafter sell (if Lender so elects, in Lender’s sole and absolute discretion) the Series C Conversion Shares, and generate net proceeds (net of all brokerage commissions and other fees or charges payable by Lender in connection with the sale thereof) from such sale equal to the Advisory Fee. The Lender shall be subdivided into have the right (but not an obligation) to convert the Advisory Fee Shares, and to thereafter sell the Series C Conversion Shares in the Principal Trading Market or otherwise, at any time in accordance with applicable securities laws. At any time the Lender may elect, the Lender may deliver to the Borrower a greater number reconciliation statement showing the net proceeds actually received by the Lender from the sale of the Series C Conversion Shares (the “Sale Reconciliation”). If, as of the date of the delivery by Lender of the Sale Reconciliation, the Lender has not realized net proceeds from the sale of such Series C Conversion Shares equal to at least the Advisory Fee, as shown on the Sale Reconciliation, then the Borrower shall immediately take all required action necessary or required in order to cause the issuance of additional shares or a dividend in of Common Stock to the Lender in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Series C Conversion Shares, the Lender shall be paid in respect have received total net funds equal to the Advisory Fee. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of Common Stock, the Purchase Price Lender still has not received net proceeds equal to at least the Advisory Fee, then the Borrower shall again be required to immediately take all required action necessary or required in effect immediately prior order to such subdivision or at cause the record date issuance of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding additional shares of Common Stock to the Lender as contemplated above, and such additional issuances shall continue until the Lender has received net proceeds from the sale of such Common Stock equal to the Advisory Fee. In the event the Lender receives net proceeds from the sale of Series C Conversion Shares or Common Stock equal to the Advisory Fee, and the Lender still has Advisory Fee Shares, Series C Conversion Shares, or other Common Stock issued under this Section 2.5(f) (the “Advisory Common Stock”) remaining to be combined into a smaller number of sharessold, the Purchase Price in effect immediately prior Lender shall return all such remaining shares to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increasedBorrower. When any adjustment In the event additional Common Stock is required to be made in the Purchase Priceissued as outlined above, the number Borrower shall instruct its Transfer Agent to issue certificates representing such additional shares of Warrant Shares purchasable upon Common Stock to the exercise Lender immediately subsequent to the Lender’s notification to the Borrower that additional shares of this Warrant Common Stock are issuable hereunder, and the Borrower shall in any event cause its Transfer Agent to deliver such certificates to Lender within seven (7) Business Days following the date Lender notifies the Borrower that additional shares of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common Stock issuable hereunder shall not be delivered to the Lender within said seven (7) Business Day period, same shall be changed an immediate default under this Agreement and the Loan Documents. Notwithstanding anything contained in this Section to the number determined by dividing (i) an amount equal to contrary, the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant Borrower shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock redeem any Advisory Fee Shares, Series C Conversion Shares, or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Advisory Common Stock which were then purchasable upon in the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith Lender’s possession for an amount payable by the Board Borrower to Lender in cash equal to the Advisory Fee, less any net cash proceeds received by the Lender from any previous sales of Directors Series C Conversion Shares, or Advisory Common Stock. Upon Lender’s receipt of such cash payment in accordance with the Companyimmediately preceding sentence, the Lender shall return any then remaining Advisory Fee Shares, Series C Conversion Shares, or Advisory Common Stock in its possession back to the Borrower. The Borrower’s obligation to pay the Advisory Fee contemplated by this Section 2.5(f), whether in cash or thru the sale of Series C Conversion Shares, or Advisory Common Stock, shall be an Obligation hereunder, secured by all Loan Documents, and failure by the Borrower to pay such Advisory Fee in full as required by this Section 2.5(f) shall be made an immediate Event of Default hereunder and under the other Loan Documents. In the event the Lender elects to make Additional Loans as permitted by this Agreement, the Borrower agrees to pay additional advisory fees to Lender either in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions cash or in a similar manner as set forth in this Section 2 (including provisions with respect to adjustment 2.5(f) through the issuance of the Purchase Price) shall thereafter be applicableadditional Advisory Fee Shares, as nearly as is reasonably practicableat Lender’s sole discretion, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required an amount to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment mutually agreed upon between Lender and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveBorrower.
Appears in 2 contracts
Sources: Senior Secured Credit Facility Agreement (Sack Lunch Productions Inc.), Senior Secured Credit Facility Agreement (Sack Lunch Productions Inc.)
Adjustments. In the event SJNB changes (a) If outstanding shares of the Company's Common Stock shall be subdivided into or establishes a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (ifor changing) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of SJNB Common Stock which issued and outstanding prior to the Effective Time as a result of an issuance of shares of SJNB Common Stock, or a recapitalization, reclassification, split-up, combination, exchange, readjustment, reorganization, merger, consolidation, distribution, stock split, stock or other dividend, or similar transaction with respect to the outstanding SJNB Common Stock and the record date therefor, if applicable, shall be prior to the Effective Time, the Exchange Ratio shall be proportionately adjusted with the result that the holders of Saratoga Common Stock shall receive the same economic benefit set forth in Section 2.1. Further, in the event SJNB, prior to the Effective Time, grants, issues, delivers, sells or otherwise distributes any warrant, option, security, right or other instrument convertible into or exchangeable for any shares of SJNB Common Stock (collectively, an "SJNB Instrument"), then (i) the Exchange Ratio shall be proportionately adjusted in the manner prescribed above as if the shares of SJNB Common Stock issuable pursuant to such SJNB Instrument were then purchasable outstanding prior to the Effective Time or, (ii) in the sole discretion of SJNB, SJNB shall provide, at or prior to the Effective Time, for the holders of the Saratoga Common Stock whose shares are to be converted into shares of SJNB Common Stock pursuant to the Merger proportionately equivalent SJNB Instruments upon consummation of the exercise Merger; provided, however, that no adjustment hereunder shall be made for the grant of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith options under the SJNB 1996 Stock Option Plan made by the Board of Directors of the CompanySJNB in its sole discretion; and provided further, that no adjustment shall be made hereunder for any option granted in connection with a Takeover Proposal (as defined in Section 5.4(a)) to which SJNB is a party (either as acquiror or target) and no adjustment shall be made in the application of the provisions set forth herein event that SJNB takes any action to authorize, approve or adopt a shareholder rights plan in accordance with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant4.2(a)(ii).
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Merger Agreement (SJNB Financial Corp), Merger Agreement (Saratoga Bancorp)
Adjustments. (a) If outstanding shares In case of any stock split or reverse stock split, stock dividend, reclassification of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, recapitalization, merger or consolidation, or like capital adjustment affecting the Purchase Price Common Stock of the Borrower (each, an "Adjustment"), the Conversion Rate in effect at the time of the effective date for such Adjustment shall be proportionally adjusted so that the Holder of the Note which is converted after such date shall be entitled to receive the aggregate number and kind of shares which, if this Note had been converted by the Holder immediately prior to such subdivision or at date, the Holder would have owned upon such conversion and been entitled to receive upon such Adjustment (and for such purposes the Holder shall, to the extent relevant, be deemed to have converted this Note immediately prior to the record date of or the effective date, as the case may, for the Adjustment). For example, if the Borrower declares a 2:1 stock dividend or stock split and the Conversion Price immediately prior to the record date for such dividend shall simultaneously with Adjustment was $1.00 per share, the effectiveness of such subdivision or adjusted Conversion Price immediately after the record date Adjustment would be $.50 per share. Such adjustment may be made successively if there is more than one Adjustment. In all other respects the provisions of such dividend be proportionately reduced. If outstanding shares of Common Stock this Section shall be combined into applied in a smaller number fair, equitable and reasonable manner so as to give effect, as nearly as may be, to the purposes hereof. A rights offering to stockholders shall be deemed a stock dividend to the extent of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with bargain purchase element of the effectiveness of such combination, be proportionately increasedrights. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise The provisions of this Warrant Section 11 shall be changed similarly apply to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentsuccessive reclassifications, multiplied by the Purchase Price in effect immediately prior to such adjustmentchanges, by (ii) the Purchase Price in effect immediately after such adjustmentconsolidations, mergers, mandatory share exchanges and sales and transfers.
(b) If there In the event the Borrower shall occur propose to take any capital reorganization or reclassification action of the Company's Common Stock (other than a change type described in par value or a subdivision or combination as provided for in subsection 2(a) above)Section 5, or any consolidation or merger of 8, 10, 11 and 12, the Company Borrower shall give notice to Holder, which notice shall specify the record date, if any, with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of respect to any such reorganization, reclassification, consolidation, merger or sale, action and the approximate date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as the case may be, lawful provision shall be made so that reasonably necessary to indicate the Registered Holder effect of this Warrant shall have such action (to the right thereafter to receive upon extent such effect may be known at the exercise hereof date of such notice) on the Conversion Price and the number, kind and amount or class of shares of stock or other securities or property which shall be deliverable upon conversion of the Note. In the case of any action which would require the fixing of a record date, such Registered Holder would have been entitled to receive if, immediately notice shall be given at least twenty (20) days prior to the date so fixed, and in case of all other action, such notice shall be given at least fifteen (15) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantaction.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Exchange Agreement (Commodore Applied Technologies Inc), Convertible Secured Note (Commodore Applied Technologies Inc)
Adjustments. The Stock Exchange Ratio, the Lower Limit, the Midwest Base Price Per Share and the Midwest Common Stock Price Per Share and related amounts and related computations described in Sections 1.03 and 1.04 hereof shall be adjusted in the manner provided in this Section 1.05 upon the occurrence of any of the following events:
(a) If outstanding shares Midwest declares a stock dividend, stock split or other general distribution of Midwest Common Stock to holders of Midwest Common Stock and the ex-dividend or ex-distribution date for such stock dividend, stock split or distribution occurs after the date of this Agreement or at any time through and including the last day of the Company's Pricing Period, then the Lower Limit, the Midwest Base Price Per Share and, if necessary, the Midwest Common Stock Price Per Share, shall be subdivided into a greater appropriately adjusted by multiplying them by that ratio (i) the numerator of which shall be the total number of shares or a dividend in of Midwest Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect outstanding immediately prior to such subdivision dividend, split, or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of sharesdistribution, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect denominator of which shall be the total number of shares of Midwest Common Stock outstanding immediately after such adjustmentdividend, split or distribution.
(b) If Midwest declares a stock dividend, stock split or other general distribution of Midwest Common Stock to holders of Midwest Common Stock and the ex-dividend or ex-distribution date for such stock dividend, stock split or distribution occurs at any time after the date of this Agreement and prior to the Closing, then the Stock Exchange Ratio shall be adjusted by multiplying it by that ratio (i) the numerator of which shall be the total number of shares of Midwest Common Stock outstanding immediately after such dividend, split or distribution, and (ii) the denominator of which shall be the total number of shares of Midwest Common Stock outstanding immediately prior to such dividend, split, or distribution. Table of Contents
(c) Midwest and CoVest agree not to convene the Closing at any time which would result in there shall occur being an ex-dividend or ex-distribution date for any capital reorganization or reclassification transaction described in Section 1.05(a) during the Pricing Period.
(d) If prior to the last day of the Company's Pricing Period there occurs with respect to one or more of the Comparison Stocks any stock dividend, stock split, distribution of stock with respect to stock or similar transactions changing the number and value of issued and outstanding shares of that stock, then an adjustment shall be made to the price of that Comparison Stock that was used in computing the Comparison Stocks Base Price Per Share in the manner of the adjustment described in Section 1.05(a) hereof (unless such transaction results in excluding that Comparison Stock from the definition of “Comparison Stocks”).
(e) Notwithstanding the foregoing subsections of this Section 1.05, no adjustment shall be made to the Stock Exchange Ratio, the Lower Limit, the Midwest Base Price Per Share or the Midwest Common Stock (other than a change Price Per Share in par value the event of the issuance of additional shares of Midwest Common Stock pursuant to the grant or a subdivision or combination as provided for in subsection 2(a) above)sale of shares to, or any consolidation for the account of, employees of Midwest pursuant to Midwest’s (i) stock option and (ii) qualified and non-qualified retirement plans in effect on the date hereof.
(f) Subject to the provisions of Section 4.09 hereof, and notwithstanding the other provisions of this Section 1.05, no adjustment shall be made to the Stock Exchange Ratio, the Lower Limit, the Midwest Base Price Per Share or merger the Midwest Common Stock Price Per Share in the event of the Company with issuance of additional shares of Midwest Common Stock or into another corporationother securities pursuant to a public offering, private placement, or an acquisition of one or more banks, corporations, or business assets for consideration which the Board of Directors, or a transfer of all or substantially all duly authorized committee of the assets Board of Directors, of Midwest in its reasonable business judgment determines to be fair and reasonable; provided, however, that in the Companyevent Midwest elects to issue more than 1,654,677 shares of Midwest Common Stock pursuant to the Reorganization Agreement (as defined in Section 2.04(b) hereof), then, as part of any such reorganization, reclassification, consolidation, merger or sale, as then the case may be, lawful provision Stock Exchange Ratio shall be made so that adjusted by multiplying it by a fraction (i) the Registered Holder numerator of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held is the number of shares of Midwest Common Stock issued by Midwest pursuant to the Reorganization Agreement, and (ii) the denominator of which were then purchasable is 1,654,677.
(g) Subject only to making any adjustment to the Stock Exchange Ratio and related computations prescribed by this Section 1.05 and to Section 4.09 hereof, nothing contained in this Agreement is intended to preclude Midwest from amending its Restated Certificate of Incorporation to change its capital structure or from issuing additional shares of Midwest Common Stock, preferred stock, shares of other capital stock or securities which are convertible into shares of capital stock.
(h) In the event that the number of shares of CoVest Common Stock outstanding is greater than 3,481,434 plus the number of shares issued upon the exercise of stock options outstanding on the date hereof (the “CoVest Share Number”) for any reason whatsoever (whether such increase constitutes a breach of this Warrant. In any such caseAgreement), appropriate adjustment then the Stock Exchange Ratio shall be adjusted by multiplying the Stock Exchange Ratio by a fraction (i) the numerator of which shall be the CoVest Share Number, and (ii) the denominator of which shall be the total number of shares of CoVest Common Stock outstanding as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application Effective Time of the provisions set forth herein with respect to the rights and interests thereafter Merger. Table of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.Contents
Appears in 2 contracts
Sources: Merger Agreement (Covest Bancshares Inc), Merger Agreement (Midwest Banc Holdings Inc)
Adjustments. (a) If outstanding shares When the Reverse Split is determined by the Board of Directors of HealthAxis as contemplated by Section 2.2(a)(v) hereof, each of the Company's Common Stock Exchange Ratio, the Series C Exchange Ratio, the Series D Exchange Ratio, the Series D-2 Exchange Ratio, the Series F Exchange Ratio, the Series C Warrant Exchange Ratio and the Series D Warrant Exchange Ratio (collectively, the “Exchange Ratios”) shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, adjusted to equal the Purchase Price rate determined by multiplying the applicable exchange ratio then in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into by a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing fraction: (i) an amount equal to the numerator of which is the number of shares issuable upon of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, after giving effect to the exercise of this Warrant Reverse Split but immediately prior to such adjustmentthe Effective Time, multiplied by the Purchase Price in effect immediately prior to such adjustment, by and (ii) the Purchase Price in effect immediately after denominator of which is the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date hereof (or, if there has been a previous adjustment pursuant to this section, then the denominator will be the number of shares of HealthAxis Common Stock issued and outstanding and issuable on a fully-diluted basis, as of the date of such previous adjustment).
(b) If there at any time during the period between the date of this Agreement and the Effective Time, any change in the BPOMS Common Stock, BPOMS Series A Preferred Stock, BPOMS Series B Preferred Stock, BPOMS Series C Preferred Stock, BPOMS Series D Preferred Stock, BPOMS Series D-2 Preferred Stock, BPOMS Series F Preferred Stock, HealthAxis Common Stock or HealthAxis Series B Preferred Stock shall occur by reason of any capital reorganization reclassification, recapitalization, stock dividend, stock split or reclassification combination (excluding the Reverse Split, unless and to the extent that the ratio of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so Reverse Split is revised from that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith originally authorized by the Board of Directors of HealthAxis as contemplated by Section 2.2(a)(v)), exchange or readjustment of shares, or any stock dividend thereon with the Company) record date during such period, then each of the Exchange Ratios shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantappropriately adjusted.
(c) When If at any adjustment is required to be made in time during the Purchase Priceperiod between the date of this Agreement and the Effective Time, the Company HealthAxis shall promptly mail issue any additional shares of HealthAxis Common Stock or any other securities exercisable for or convertible into shares of HealthAxis Common Stock (excluding shares of HealthAxis Common Stock issuable pursuant to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock Reverse Split or shares or other securities issued pursuant to any reclassification, recapitalization, stock dividend, stock split, combination, exchange or property into which readjustment of shares referred to in paragraph (b) of this Warrant Section 3.6) then each of the Exchange Ratios shall be exercisable adjusted to equal the rate determined by multiplying the applicable exchange ratio then in effect by a fraction: (i) the numerator of which is the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, following the occurrence issuance of shares or other securities referred to in this paragraph (c), and (ii) the denominator of which is the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date hereof (or, if there has been a previous adjustment pursuant to this section, then the denominator will be the number of shares of HealthAxis Common Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date of such previous adjustment).
(d) If at any time during the period between the date of this Agreement and the Effective Time, BPOMS shall issue any shares of BPOMS Common Stock or any other securities exercisable for or convertible into shares of BPOMS Common Stock (“BPOMS Convertible Preferred Stock”) (excluding shares and other securities issuable pursuant to the BPOMS Pre-Merger Steps or shares or other securities issuable pursuant to any reclassification, recapitalization, stock dividend, stock split, combination, exchange or readjustment of shares or any stock dividend referred to in paragraph (b) of this Section 3.6), then each of the Exchange Ratios shall be adjusted to equal the rate determined by multiplying the applicable exchange ratio then in effect by a fraction: (i) the numerator of which is the aggregate of the number of shares of BPOMS Common Stock and the number of shares of BPOMS Convertible Preferred Stock of all series issued and outstanding and issuable, on a fully-diluted basis, as of the date of this Agreement (or, if there has been a previous adjustment pursuant to this section, then the numerator will be the number of shares of BPOMS Common Stock and BPOMS Convertible Preferred Stock issued and outstanding and issuable, on a fully-diluted basis, as of the date of such previous adjustment), and (ii) the denominator of which is the aggregate of the number of shares of BPOMS Common Stock and shares of BPOMS Convertible Preferred Stock of all series issued and outstanding and issuable on a fully-diluted basis after the issuance of shares or other securities referred to in this paragraph (d).
(e) The adjustments provided for in this Section 3.6 are cumulative and shall apply to successive reclassifications, recapitalizations, stock dividends, stock splits, combinations, exchanges or readjustments of shares or issuances of shares or other securities (without duplication).
(f) No adjustment to any of the events specified Exchange Ratios shall be required in subsection 2(aconnection with securities of HealthAxis or BPOMS issued pursuant to the exercise of any warrants, options or other rights which are outstanding as of the date of this Agreement or upon conversion of any convertible securities or exchange of any exchangeable securities outstanding as of the date of this Agreement.
(g) or In addition to such adjustments to the Exchange Ratios, when the Reverse Split is determined by the Board of Directors of HealthAxis as contemplated by Section 2.2(a)(v) hereof, the provisions set out in the HealthAxis Series B Certificate of Designations with respect to (bi) abovethe particular number of HealthAxis Series B Preferred Shares in Section 1 of the Certificate and the VWAP in paragraph 2(b) of the Certificate, (ii) the number of HealthAxis Series B Preferred Shares in paragraphs 3(a) and 3(c) of the Certificate, (iii) the Liquidation Preference Amount per share in Section 4 of the Certificate, (iv) the Closing Bid Price referred to in paragraph 5(c) of the Certificate, (v) the Conversion Price in paragraph 5(d) of the Certificate, and (vi) the number of HealthAxis Series B Preferred Shares referred to in Section 9 of the Certificate, will be adjusted appropriately based on the Reverse Split.
Appears in 2 contracts
Sources: Merger Agreement (Healthaxis Inc), Merger Agreement (BPO Management Services)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Exercise Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of capital stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Purchase Price in effect immediately prior to such combination shallCompany is the continuing corporation), simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Exercise Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of an Exercise Price in effect immediately after that has been adjusted to reflect a fair allocation of the economics of such adjustmentevent to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Company’s assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled to receive if, immediately prior to any issuable or payable in connection with such reorganization, reclassification, consolidation, merger or merger, sale, as the case may be, such Registered Holder had held transfer or other disposition with respect to or in exchange for a number of Warrant Shares equal to the number of shares of Common Stock which were then purchasable Warrant Shares issuable upon the exercise of this the Warrant. In , had the Warrant been exercised immediately prior to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitation, any provision for adjustment of the Purchase Exercise Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this Warrantparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) When any adjustment is required to be made in the Purchase Price, In case the Company shall promptly mail fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Registered Holder a certificate setting forth Company is the Purchase continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Exercise Price to be in effect after such payment date shall be determined by multiplying the Exercise Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock (as determined pursuant to Section 3), less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock. Such adjustment shall be made successively whenever such a payment date is fixed.
(d) An adjustment shall become effective immediately after the payment date in the case of each dividend or distribution and setting forth immediately after the effective date of each other event which requires an adjustment.
(e) In the event that, as a brief statement result of an adjustment made pursuant to Section 8(a), the holder of this Warrant shall become entitled to receive any shares of capital stock of the facts requiring Company other than shares of Common Stock, the number of such adjustment. Such certificate shall also set forth the kind and amount other shares so receivable upon exercise of stock or other securities or property into which this Warrant shall be exercisable following subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence of any of provisions with respect to the events specified Warrant Shares contained in subsection 2(a) or (b) abovethis Warrant.
Appears in 2 contracts
Sources: Merger Agreement (Bankatlantic Bancorp Inc), Merger Agreement (Stifel Financial Corp)
Adjustments. It is the intention of the Company and Buyer that the Buyer shall generate net proceeds from the sale of the Advisory Fee Shares equal to the Share Value. The Buyer shall have the right to sell the Advisory Fee Shares on the “grey sheets” or otherwise, at any time in accordance with applicable securities laws. At any time the Buyer may elect, the Buyer may deliver to the Company a reconciliation statement showing the net proceeds actually received by the Buyer from the sale of the Advisory Fee Shares (a) If outstanding the “Sale Reconciliation”). If, as of the date of the delivery by Buyer of the Sale Reconciliation, the Buyer has not realized net proceeds from the sale of such Advisory Fee Shares equal to at least the Share Value, as shown on the Sale Reconciliation, then the Company shall immediately take all required action necessary or required in order to cause the issuance of additional shares of the Company's Common Stock to the Buyer in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Advisory Fee Shares, the Buyer shall be subdivided into a greater number have received total net funds equal to the Share Value. If additional shares of shares or a dividend in Common Stock shall be paid in respect are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of Common Stock, the Purchase Price Buyer still has not received net proceeds equal to at least the Share Value, then the Company shall again be required to immediately take all required action necessary or required in effect immediately prior order to such subdivision or at cause the record date issuance of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding additional shares of Common Stock to the Buyer as contemplated above, and such additional issuances shall continue until the Buyer has received net proceeds from the sale of such Common Stock equal to the Share Value. In the event the Buyer receives net proceeds from the sale of Advisory Fee Shares equal to the Share Value, and the Buyer still has Advisory Fee Shares remaining to be combined into a smaller number of sharessold, the Purchase Price in effect immediately prior Buyer shall return all such remaining Advisory Fee Shares to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increasedCompany. When any adjustment In the event additional Common Stock is required to be made in the Purchase Priceissued as outlined above, the number Company shall instruct its Transfer Agent to issue certificates representing such additional shares of Warrant Shares purchasable upon Common Stock to the exercise Buyer immediately subsequent to the Buyer’s notification to the Company that additional shares of this Warrant Common Stock are issuable hereunder, and the Company shall in any event cause its Transfer Agent to deliver such certificates to Buyer within three (3) Business Days following the date Buyer notifies the Company that additional shares of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common Stock issuable hereunder shall not be delivered to the Buyer within said five (5) Business Day period, same shall be changed an immediate default under this Agreement and the Transaction Documents. Notwithstanding anything contained in this Section 7.5 to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentcontrary, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon redeem any Advisory Fee Shares then in the exercise hereof the kind and Buyer’s possession for an amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith payable by the Board of Directors of the Company) shall be made Company to Buyer in the application of the provisions set forth herein with respect cash equal to the rights and interests thereafter Share Value, less any net cash proceeds received by the Buyer from any previous sales of Advisory Fee Shares. Upon Buyer’s receipt of such cash payment in accordance with the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Priceimmediately preceding sentence, the Company Buyer shall promptly mail return any then remaining Advisory Fee Shares in its possession back to the Registered Holder a certificate setting forth the Purchase Price after Company and otherwise undertake any required actions reasonably requested by Company to have such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) abovethen remaining Advisory Fee Shares returned to Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Growlife, Inc.)
Adjustments. The number of Warrant Shares purchasable upon the exercise of the Warrants shall be subject to adjustments as follows:
(a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend in Common Stock shall be paid Shares or securities convertible into Shares or make a distribution to its stockholders in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision Shares or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If securities convertible into Shares; (ii) subdivide its outstanding shares of Common Stock shall be combined Shares; (iii) combine its outstanding Shares into a smaller number of sharesShares; or (iv) issue by reclassification of its Shares other securities of the Company; then the number of Warrant Shares purchasable upon exercise of the Warrants immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had such Warrants been exercised or converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 8.1(a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) If, prior to the expiration of the Warrants by exercise or, by their terms, or by redemption, the Purchase Price Company shall reclassify its outstanding Shares, or in effect the event of any other material change of the capital structure of the Company or of any successor corporation by reason of any reclassification, recapitalization or conveyance, prompt, proportionate, equitable, lawful and adequate provision shall be made whereby any Warrant Holder shall thereafter have the right to purchase, on the basis and the terms and conditions specified in this Agreement, in lieu of the Warrant Shares theretofore purchasable on the exercise of any Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares theretofore purchasable on exercise of the Warrants had the warrants been exercised immediately prior to such combination shallreclassification, simultaneously with recapitalization or conveyance; and in any such event, the effectiveness rights of any Warrant Holder to any adjustment in the number of Warrant Shares purchasable on exercise of such combinationWarrant, be proportionately increased. When any adjustment is required as set forth above, shall continue to be preserved in respect of any stock, securities or assets which the Warrant Holder becomes entitled to purchase.
(c) In case the Company shall issue rights, options, warrants, or convertible securities to all or substantially all holders of its Shares, without any charge to such holders, entitling them to subscribe for or purchase Shares at a price per share which is lower at the record date described in Section 12 than the then Current Market Price, the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the number of Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional Shares offered for subscription or purchase, and of which the denominator shall be the number of Shares outstanding immediately prior to the issuance of such rights, options, warrants, or convertible securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such Current Market Price. Such adjustment shall be made whenever such rights, options, warrants, or convertible securities are issued, and shall become effective immediately and retroactively to the record date for the determination of shareholders entitled to receive such rights, options, warrants, or convertible securities.
(d) In case the Company shall distribute to all or substantially all holders of its Shares evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Shares (excluding those referred to in subsection 8.1(b) above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the then Current Market Price on the date of such distribution, and of which the denominator shall be such Current Market Price on such date minus the then fair value (determined as provided in subsection 8.1(g)(y) below) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants, or convertible securities applicable to one share. 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 determination of stockholders entitled to receive such distribution.
(e) No adjustment in the Purchase Pricenumber of Warrant Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Warrant Shares then purchasable upon the exercise of the Warrants or, if the Warrants are not then exercisable, the number of Warrant Shares purchasable upon the exercise of the Warrants on the first date thereafter that the Warrants become exercisable; provided, however, that any adjustments which by reason of this Warrant subsection are not required to be made immediately shall be changed to the number determined by dividing carried forward and taken into account in any subsequent adjustment.
(if) an amount equal to Whenever the number of shares issuable Warrant Shares purchasable upon the exercise of this the Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of the Warrant 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 the Warrant immediately prior to such adjustment, multiplied by and of which the Purchase Price in effect denominator shall be the number of Warrant Shares so purchasable immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentthereafter.
(bg) If there In the event that at any time, as a result of an adjustment made pursuant to this Section, the Warrant Holder shall occur become entitled to purchase any capital reorganization or reclassification securities of the Company other than Shares, if the Warrant Holder’s right to purchase is on any other basis than that available to all holders of the Company's Common Stock ’s Shares, the Company shall obtain an opinion of an independent investment banking firm valuing such other securities; and thereafter the number of such other securities so purchasable upon exercise of the Warrants 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 contained in this Section.
(other than a change in par value or a subdivision or combination as provided for in subsection 2(ah) above)Upon the expiration of any rights, options, warrants, or any consolidation conversion privileges, if such shall have not been exercised or merger converted, the number of Shares purchasable upon exercise of the Company with Warrants, to the extent the Warrants have not then been exercised or into another corporationconverted, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or a transfer of all or substantially all of had the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or saleoriginal adjustment not been required, as the case may be, lawful provision shall be made so ) on the basis of (i) the fact that the Registered Holder of this Warrant shall have only Shares so issued were the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock Shares, if any, actually issued or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable sold upon the exercise of this Warrant. In any such caserights, appropriate adjustment options, warrants, or conversion privileges, and (as reasonably determined in good faith ii) the fact that such Shares, if any, were issued or sold for the consideration actually received by the Board Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of Directors all such rights, options, warrants, or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Shares purchasable upon exercise of the Company) shall be Warrants by an amount in excess of the amount of the adjustment initially made in the application respect of the provisions set forth herein with respect to the rights and interests thereafter issuance, sale, or grant of the Registered Holder of this Warrantsuch rights, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicableoptions, as nearly as is reasonably practicablewarrants, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantconversion rights.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Company Warrant Agreement (Vanguard Energy Corp), Company Warrant Agreement (Vanguard Energy Corp)
Adjustments. Subject and pursuant to the provisions of this Section 9, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. If the adjustment provisions contained in this Section 9 are less favorable to the holders of this warrant than adjustment provisions available to any other holder (the "Other Holder") of convertible securities of the Company or warrants, options or similar rights exercisable for Common Stock of the Company with respect to such securities ("Other Rights") are to any such Other Holder, this Warrant shall be immediately and automatically amended, without the requirement of any action by the holder or the Company, to provide the holder of this Warrant with adjustment rights at least as favorable as such Other Rights.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Price in effect Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately after prior to such adjustmentevent. Such adjustment shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a sale, transfer or other disposition of all or substantially all of the assets of the Company's properties to another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder would have been entitled properties as may be issuable or payable with respect to receive ifor in exchange for a number of outstanding Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The above provisions of this Warrantparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) When In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 9(a)), or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock (as determined pursuant to Section 3), less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current Market Price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is required fixed.
(i) After the date hereof, if the Company shall at any time or from time to time while the Warrant is outstanding, issue or sell any shares of Common Stock (other than Excluded Stock, as hereinafter defined) for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale then, forthwith upon such issue or sale, the Warrant Price shall be reduced (but not increased) to the consideration per share received by the Company for such shares of Common Stock issued or sold. Such adjustment shall be made successively whenever such issuance or sale is made. No adjustment of the Warrant Price, however, shall be made in an amount less than $.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the Purchase Pricetime of and together with the next subsequent adjustment. In no event shall the Warrant Price be adjusted so that the Warrant Price per share is less than the then par value per share of Common Stock. For purposes hereof, the Company term "Excluded Stock" shall promptly mail mean (i) shares of Common Stock issued pursuant to the Registered Holder a certificate setting forth exercise or conversion of options, warrants and preferred stock outstanding on the Purchase Price after date hereof or pursuant to the terms of agreements existing on the date hereof, in accordance with the terms of such securities and agreements in effect on the date hereof, (ii) shares of Common Stock issued pursuant to the conversion of Senior Preferred Stock, Series C ("Senior C Preferred") in accordance with the terms of such security on the date hereof, and which Senior C Preferred is issued pursuant to the exercise of warrants outstanding on the date hereof, in accordance with terms of such warrants in effect on the date hereof and (iii) up to 1,500,000 shares of Common Stock issued pursuant to the exercise of employee stock options granted subsequent to the date hereof pursuant to the Company's employee stock option plan, subject to appropriate adjustment and setting forth a brief statement of in the facts requiring such adjustment. Such certificate shall also set forth the kind and amount event of stock splits, stock dividends, combinations, reclassifications or other securities or property into which similar events (e.g., in the event of a 1-for-15 reverse stock split, the total number of shares of Common Stock issuable pursuant to this Warrant clause (iii) shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above100,000).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Langone Kenneth G), Warrant Agreement (Hearx LTD)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be paid in respect adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock, Stock or other capital stock which the Purchase Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to equal the product of (A) the Warrant Price in effect immediately prior to such subdivision adjustment multiplied by (B) a fraction, the numerator of which is equal to the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and the denominator of which is the number of Warrant Shares or at other securities of the record Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such dividend event.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the effectiveness consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such subdivision shares of stock, securities or immediately after assets as, in accordance with the record foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a payment date for the making of such dividend be proportionately reduced. If outstanding shares a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be combined into a smaller number of shares, determined by multiplying the Purchase Warrant Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Pricepayment date by a fraction, the number numerator of Warrant Shares purchasable upon the exercise of this Warrant which shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the total number of shares of Common Stock which were then purchasable upon outstanding multiplied by the exercise of this Warrant. In any such case, appropriate adjustment Market Price (as reasonably defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”) (whether through the National Market System, the SmallCapMarket or the OTC Bulletin Board), the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted on Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the fair market value of one share of Common Stock as of the Valuation Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange or quoted on Nasdaq, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, successively whenever such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as a payment date is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantfixed.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Lpath Inc), Warrant Agreement (Lpath, Inc)
Adjustments. If any of the following events shall occur at any time or from time to time prior to the Expiration Date, the following adjustments shall be made in the Exercise Price and/or the number of shares then purchasable upon the exercise of this Warrant, as appropriate:
(a) If In case the Company shall at any time subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding reduced and the number of shares of purchasable under this Warrant shall be proportionately increased; and conversely, in case the Common Stock of the Company shall be combined into a smaller number of shares, the Purchase Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to increased and the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentpurchasable hereunder shall be proportionately reduced.
(b) If there the Company shall occur declare a dividend on its Common Stock payable in capital stock or other securities of the Company or of any other corporation, or in cash or other property, to holders of record of Common Stock as of a date prior to the date of exercise of this Warrant, Holder shall, without additional cost, be entitled to receive upon the exercise of this Warrant, in addition to the Common Stock to which Holder is otherwise entitled upon such exercise, the number of shares of Common Stock or other securities, cash or property that Holder would have been entitled to receive if Holder had been a holder of the number of shares of Common Stock CORPDAL:96498.2 29976-00001 that Holder actually receives upon exercise of this Warrant on such record date.
(c) In case of any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)of the Company, or any the consolidation or merger of the Company with or into another corporation, or a transfer any sale of all or substantially all of the assets Company's property or assets, or any liquidation of the Company, thenHolder, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such caseWarrant on or before the record date for determination of shareholders entitled thereto, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicablereceive, in relation to lieu of any shares of stock Common Stock, the proportionate share of all stock, securities or other securities property issued, paid or property thereafter deliverable upon delivered for or on all of the exercise Common Stock as is allocable to the shares of Common Stock then exercisable under this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Toucan Gold Corp), Warrant Agreement (Toucan Gold Corp)
Adjustments. (a) If the outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid declared or distributed in respect of the Common Stock, Stock or the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined or reclassified into a smaller number of shares, the Purchase Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event specified above shall occur.
(b) If the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share of Common Stock less than the Fair Market Value per share of Common Stock on such record date, the Purchase Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Purchase Price in effect immediately prior thereto 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 shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Fair Market Value per share of Common Stock on such record date), and of which the denominator 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. Such adjustment shall be made successively whenever such a record date is fixed. Notwithstanding the foregoing, if the securities referred to in this Subsection 3(b) entitle the holder on some future date or upon the happening of some future event to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value per share on such record date, then the Purchase Price adjustment referred to above shall be made on such future date or upon the happening of such future event. If this Warrant is exercised after such record date but prior to such combination shallfuture time or the happening of such future event, simultaneously the holder of this Warrant shall receive upon the exercise hereof (in addition to the number of shares of Common Stock set forth above, as adjusted, if necessary, in accordance with the effectiveness provisions hereof) such rights, options, warrants or convertible or exchangeable securities that such holder would have been entitled to receive if, immediately prior to such record date, such holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. To the extent that any rights, options, warrants or convertible or exchangeable securities referred to in this Subsection 3(b) are not so issued or expire unexercised, the Purchase Price then in effect shall be readjusted to the Purchase Price that would then be in effect if such combinationunissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.
(c) In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (i) of shares of any class other than Common Stock or (ii) of evidences of its indebtedness or (iii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 3(a) hereof) or (iv) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Subsection 3(b) hereof), then in each such case the Purchase Price in effect immediately thereafter shall be proportionately increaseddetermined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Fair Market Value per share of Common Stock on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Fair Market Value per share of Common Stock on such record date. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Purchase Price then in effect shall be readjusted to the Purchase Price which would then be in effect if such record date had not been fixed.
(d) In case the Company shall sell and issue Common Stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property (other than cash) or services or its equivalent, then in determining the "price per share of Common Stock" referred to in Subsection 3(b) above, the Board of Directors of the Company shall determine, in good faith and on a reasonable basis, the fair value of said property.
(e) When any adjustment is required to be made in the Purchase PricePrice as a result of the operation of Subsections 3(a), 3(b) or 3(c) hereof, the number of Warrant Shares shares of Common Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(bf) If there shall occur any capital reorganization or reclassification of or other change in the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(aSubsection 3(a) above), or any consolidation or merger of the Company with or into another corporationentity (other than a merger or consolidation in which the Company is the surviving corporation and which does not result in any reclassification of the outstanding shares of Common Stock or the conversion of such outstanding shares of Common Stock into shares of other stock or other securities or property), or a transfer of all or substantially all of the assets of the Company, Company then, as part of any such reorganization, reclassification, consolidation, merger or saletransfer, as the case may be, lawful provision shall be made so that the Registered Holder holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, transfer as the case may be, such Registered Holder holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, provided that, in all cases, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder holder of this Warrant, such that the provisions set forth in this Section 2 3 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made , and in the Purchase Pricecase of any consolidation or merger, the Company successor or acquiring entity (if other than the Company) shall promptly mail to expressly assume the Registered Holder a certificate setting forth the Purchase Price after such adjustment due and setting forth a brief statement punctual observance and performance of the facts requiring such adjustment. Such certificate shall also set forth the kind each and amount every provision of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveWarrant.
Appears in 2 contracts
Sources: Warrant Agreement (Highwoods Properties Inc), Warrant Agreement (Highwoods Forsyth L P)
Adjustments. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend The adjustments described in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision Section 4 shall be made so that to the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made Option in the application event of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified described in subsection 2(aSubsections 4(a), 4(b) or 4(c) irrespective of whether such event results in a Change of Control Transaction as defined in Section 11.i:
(a) In the event that the outstanding Shares of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification, stock split-up, combination of shares, or dividend or other distribution payable in capital stock, appropriate adjustment shall be made by the Board in the number and kind of shares as to which the outstanding Option, or portions thereof then unexercised, shall be exercisable, to the end that the proportionate interest of the Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustment in the outstanding Option shall be made without change in the total price applicable to the unexercised portion of the Option but with a corresponding adjustment in the Option price per share.
(b) aboveIn the event that the Board shall adopt resolutions recommending the dissolution or liquidation of the Company, any Option granted under this Agreement shall terminate as of a date to be fixed by the Board, provided that not less than thirty (30) days' written notice of the date so fixed shall be given to Option Holder and Option Holder shall have the right during such period to exercise the Option as to all or any part of the shares covered thereby, including shares as to which such Option would not otherwise be exercisable by reason of an insufficient lapse of time.
(c) In the event of a Reorganization (as hereinafter defined) in which the Company is not the surviving or acquiring company, or in which the Company is or becomes a wholly owned subsidiary of another company after the effective date of the Reorganization, then
(i) If there is no plan or agreement respecting the Reorganization ("Reorganization Agreement") or if the Reorganization Agreement does not specifically provide for the change, conversion or exchange of the Shares under outstanding and unexercised stock options for securities of another corporation, then the Option shall terminate on the date fixed by the Board, provided that not less than 30 days' written notice of the date so fixed shall be given to the Option Holder and Option Holder shall have the right during such period to exercise the Option as to all or any part of the Shares covered thereby; or
(ii) If there is a Reorganization Agreement and if the Reorganization Agreement specifically provides for the change, conversion, or exchange of the Shares under outstanding and unexercised stock options for securities of another corporation, then the Board shall adjust the Shares under such outstanding and unexercised stock options in a manner not inconsistent with the provisions of this Agreement such that the total price applicable to the unexercised portion of the Option does not change.
Appears in 2 contracts
Adjustments. Subject to Section 4(o)(ii) below, it is the intention of the Company and Buyer that the Buyer shall be able to sell (aif Buyer so elects, in Buyer’s sole and absolute discretion) If outstanding shares the Commitment Fee Shares, and generate net proceeds (net of all brokerage commissions and other fees or charges payable by Buyer in connection with the sale thereof) from such sale equal to the Commitment Fee. The Buyer shall use its best efforts to sell the Commitment Fee Shares in the principal trading market of the Company's ’s Common Stock shall be subdivided into a greater number of shares or a dividend otherwise, at any time in Common Stock shall be paid in respect of Common Stockaccordance with applicable securities laws. At any time, and from time to time, the Purchase Price in effect immediately prior Buyer may elect during the period beginning on the date which is the six (6) month anniversary of the Closing Date and ending on the date which is the thirty-six (36) month anniversary of the Closing Date (the “Adjustment Period”), the Buyer may deliver to such subdivision or at the record Company a reconciliation statement showing the net proceeds actually received by the Buyer from the sale of all of the Commitment Fee Shares actually sold (the “Sale Reconciliation”). If, as of the date of such dividend shall simultaneously with the effectiveness delivery by Buyer of the Sale Reconciliation, the Buyer has not realized net proceeds from the sale of such subdivision Commitment Fee Shares equal to at least the Commitment Fee, as shown on the Sale Reconciliation, then the Company shall either pay in cash the applicable shortfall amount or immediately after take all required action necessary or required in order to cause the record date issuance of such dividend be proportionately reduced. If outstanding additional shares of Common Stock shall be combined into a smaller number to the Buyer in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of sharesany of the previously issued and sold Commitment Fee Shares, the Purchase Price in effect Buyer shall have received total net funds equal to the Commitment Fee. If additional shares of Common Stock are issued pursuant to the immediately prior to such combination shallpreceding sentence, simultaneously with and after the effectiveness sale of such combinationadditional issued shares of Common Stock the Buyer still has not received net proceeds equal to at least the Commitment Fee, then the Company shall again be proportionately increasedrequired to immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to the Buyer as contemplated above, and such additional issuances shall continue until the Buyer has received net proceeds from the sale of such Common Stock equal to the Commitment Fee. When any adjustment In the event additional Common Stock is required to be made in the Purchase Priceissued as outlined above, the number of Warrant Shares purchasable upon the exercise of this Warrant Company shall be changed instruct its Transfer Agent to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to issue certificates or book entry statements representing such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of additional shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of Buyer immediately subsequent to the Registered Holder of this Warrant, such Buyer’s notification to the Company that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any additional shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase PriceCommon Stock are issuable hereunder, and the Company shall promptly mail in any event cause its Transfer Agent to deliver such certificates or book entry statements to Buyer within three (3) Business Days following the date Buyer notifies the Company that additional shares of Common Stock are to be issued hereunder. In the event such certificates or book entry statements representing such additional shares of Common Stock issuable hereunder shall not be delivered to the Registered Holder a certificate setting forth Buyer within said three (3) Business Day period, same shall be an immediate default under this Agreement and the Purchase Price after such adjustment and setting forth a brief statement Transaction Documents. Nothing herein contained shall be interpreted to in any way limit the net proceeds from the sale of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into Commitment Fee Shares which this Warrant shall be exercisable following generated by the occurrence Buyer. The Company’s obligation to pay the Commitment Fee contemplated by this Section 4(o) thru the sale of any of the events specified in subsection 2(a) or (b) aboveCommitment Fee Shares, shall be an obligation hereunder, secured by all transaction documents.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Driveitaway Holdings, Inc.), Securities Purchase Agreement (Driveitaway Holdings, Inc.)
Adjustments. If any Lender under any Facility (aa “Benefitted Lender”) If outstanding shares shall at any time receive any payment of all or part of its Loans under such Facility, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the Company's Common Stock shall be subdivided into nature referred to in subsection 7.1(f), or otherwise), such that it has received aggregate payments or collateral on account of its Loans under such Facility in a greater number of shares proportion than any such payment to or a dividend in Common Stock shall be paid collateral received by any other Lender under such Facility, if any, in respect of Common Stocksuch other Lender’s Loans under such Facility which are then due and payable, or interest thereon, such Benefitted Lender shall purchase for cash from the Purchase Price other Lenders a participating interest in effect immediately prior such portion of each such other Lender’s Loans under such Facility, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders under such Facility; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided, further, that to the extent that any Benefitted Lender receives any payment of all or part of its Loans from any Borrower that owes amounts to such subdivision Benefitted Lender under more than one Facility, or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision interest thereon, or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price receives any collateral in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing respect thereof (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustmentwhether voluntarily or involuntarily, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization set-off, pursuant to events or reclassification proceedings of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for nature referred to in subsection 2(a) above7.1(f), or any consolidation or merger of the Company with or into another corporationotherwise), or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision amount shall be made so that the Registered Holder of this Warrant shall have the right thereafter deemed to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled received by such Benefitted Lender to receive if, immediately prior ratably repay amounts owing to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, Benefitted Lender under each such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantFacility.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Credit Agreement (Capmark Financial Group Inc.), Credit Agreement (Capmark Finance Inc.)
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price in effect immediately after that has been adjusted to reflect a fair allocation of the economics of such adjustmentevent to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporationcorporation in which the Company is not the survivor, or a sale, transfer or other disposition of all or substantially all of the Company's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this Warrantparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) When In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any adjustment such distribution made in connection with a consolidation or merger in which the Company is required the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be made in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price per share of Common Stock (as defined below), less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock. "Market Price" shall have the meaning set forth in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustmentAgreement. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant adjustment shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) abovemade successively whenever such a payment date is fixed.
Appears in 2 contracts
Sources: Purchase Agreement (Insci Statements Com Corp), Warrant Agreement (Insci Statements Com Corp)
Adjustments. The number of shares of Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows:
(a) If In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (C) combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shallor (D) issue by reclassification, simultaneously with the effectiveness recapitalization or reorganization of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets capital stock of the Company, then, as part of any then in each such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be equitably adjusted so that the Holder of any Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which were such Holder would have owned or been entitled to receive immediately following such action had such Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 4.1(a), the Holder of any Equity Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent) shall determine the allocation of the Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Such adjustment shall be made successively whenever any event listed above shall occur.
(b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock or other securities convertible or exchangeable for shares of Common Stock at a price per share of Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of the adjustments set forth in this Section 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then purchasable the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) 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 the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; provided, however, in the event that all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of this Warrantsuch rights or warrants, upon the expiration of such rights or warrants the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be readjusted to the number of shares of Common Stock issuable upon exercise of an Equity Warrant which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. In determining whether any security covered by this Section 4.1(b) entitles the holders to subscribe for or purchase shares of Common Stock at less than such caseCurrent Market Price, appropriate adjustment and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as reasonably set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company) in its good faith judgment (whose determination shall be made described in a statement filed by the application of Company with the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantEquity Warrant Agent).
(c) When In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is required made pursuant to be made in the Purchase Price, subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company shall promptly mail (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement number of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount shares of stock or other securities or property into which this Common Stock issuable upon exercise of an Equity Warrant shall be exercisable following adjusted so that the occurrence same shall equal the product determined by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Board of Directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent, as appropriate) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distributions referred to in the first sentence of this Section 4.01(c) are made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any of the events specified in subsection 2(a) or computation under subsections (b) aboveand (c) of this Section 4.1, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term "Time of Determination" shall mean the time and date of the record date for determining stockholders entitled to receive the rights, warrants or distributions referred to in Section 4.1(b) and (c).
Appears in 2 contracts
Sources: Equity Warrant Agreement (Vivendi Universal), Equity Warrant Agreement (Usa Interactive)
Adjustments. (a) If outstanding shares of 2.1. The ▇▇▇▇▇▇ Permitted Ownership Amount and the Company's Lebovitz Permitted Ownership Amount shall be increased as appropriate to reflect stock splits and similar changes to the Common Stock and shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of decreased as appropriate to reflect reverse stock splits and similar changes to the Common Stock, .
2.2. In the Purchase Price in effect immediately prior to such subdivision or at the record date event of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares an issuance of Common Stock shall be combined into a smaller number by the Corporation other than an issuance of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing Common Stock (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price extent described in effect immediately prior to such adjustment, by Section 2.3 below or (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification to a member of the Company's Common Stock (other than a change in par value Lebovitz Group or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive ▇▇▇▇▇▇ Group upon the exercise hereof conversion or exchange of Units, the kind ▇▇▇▇▇▇ Permitted Ownership Amount and amount the Lebovitz Permitted Ownership Amount will each be increased by 15.995% of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock issued.
2.3. The ▇▇▇▇▇▇ Permitted Ownership Amount and the Lebovitz Permitted Ownership Amount shall not be increased in the event of an issuance of Common Stock other than for cash, to the extent that (i) in connection with such issuance (or the earlier issuance of Units or securities convertible into Common Stock) the Corporation agrees that the Person (who is not a member of the ▇▇▇▇▇▇ Group or the Lebovitz Group) to whom the Common Stock is issued shall be subject to a Beneficial Ownership Limit in excess of the Standard Beneficial Ownership Limit, (ii) such special Beneficial Ownership Limit is necessary to permit the Person to Beneficially Own at such times as may be agreed all of the shares of Common Stock issued or to be issued to such Person (treating all Units held by such Person as converted or exchanged for shares of Common Stock) and (iii) the increases in the ▇▇▇▇▇▇ Permitted Ownership Amount and the Lebovitz Permitted Ownership Amount that would otherwise be required by Section 2.2 would have precluded the creation of such special Beneficial Ownership Limit.
2.4. In the event of a repurchase of Common Stock by the Corporation other than from a member of the Lebovitz Group or ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Permitted Ownership Amount shall be reduced by 15.995% of the number of shares of Common Stock repurchased; provided that if prior to such repurchase a portion of the ▇▇▇▇▇▇ Permitted Ownership Amount has been reallocated to the Lebovitz Permitted Ownership Amount pursuant to Section 2.10 hereof, then the repurchase will not result in a reduction of the ▇▇▇▇▇▇ Permitted Ownership Amount to the extent that the ▇▇▇▇▇▇ Permitted Ownership Amount would otherwise have been reduced below an amount equal to the lesser of 4,690,000 shares of Common Stock or the total number of shares of Common Stock Beneficially Owned or Constructively Owned by the ▇▇▇▇▇▇ Group at the time of the repurchase (treating all Units Beneficially or Constructively Owned by the ▇▇▇▇▇▇ Group as exchanged for shares of the Corporation's Common Stock), but instead the repurchase will cause a reduction in the Lebovitz Permitted Ownership Amount in an amount, not to exceed the capacity previously reallocated to the Lebovitz Permitted Ownership Amount pursuant to Section 2.10 hereof, by the amount that the ▇▇▇▇▇▇ Permitted Ownership Amount would but for this proviso otherwise have been reduced.
2.5. In the event of a repurchase of Common Stock by the Corporation other than from a member of the ▇▇▇▇▇▇ Group or Lebovitz Group, the Lebovitz Permitted Ownership Amount shall be reduced by 15.995% of the number of shares of Common Stock repurchased; provided that if prior to such repurchase a portion of the Lebovitz Permitted Ownership Amount has been reallocated to the ▇▇▇▇▇▇ Permitted Ownership Amount pursuant to Section 2.11 hereof, then the repurchase will not result in a reduction of the Lebovitz Permitted Ownership Amount to the extent that the Lebovitz Permitted Ownership Amount would otherwise have been reduced below an amount equal to the lesser of 6,300,000 shares of Common Stock or the total number of shares of Common Stock Beneficially or Constructively Owned by the Lebovitz Group at the time of the repurchase (treating all Units Beneficially Owned or Constructively Owned by the Lebovitz Group as exchanged for shares of the Corporation's Common Stock), but instead the repurchase will cause a reduction in the ▇▇▇▇▇▇ Permitted Ownership Amount in an amount, not to exceed the capacity previously reallocated to the ▇▇▇▇▇▇ Permitted Ownership Amount pursuant to Section 2.11 hereof, by the amount that the Lebovitz Permitted Ownership Amount would but for this proviso otherwise have been reduced.
2.6. In the event of a repurchase of Common Stock by the Corporation from a member of the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Permitted Ownership Amount shall be reduced by 31.99% of the number of shares of Common Stock repurchased.
2.7. In the event of a repurchase of Common Stock by the Corporation from a member of the Lebovitz Group, the Lebovitz Permitted Ownership Amount shall be reduced by 31.99% of the number of shares of Common Stock repurchased.
2.8. If Beneficial Ownership or Constructive Ownership by the ▇▇▇▇▇▇ Group of shares of Common Stock equal to the ▇▇▇▇▇▇ Permitted Ownership Amount would otherwise result in either (i) a violation of clause (A) or clause (E) of the definition of "Beneficial Ownership Limit" in the Resolution or (ii) a violation of the definition of "Constructive Ownership Limit" in the Resolution, then, to the extent that such result would not occur but for acquisitions of Beneficial Ownership or Constructive Ownership of Equity Shares by the Lebovitz Group or its members pursuant to a transaction or event occurring after September 25, 2000 that did not result in an increase in the number of shares of Equity Stock deemed outstanding for purposes of applying Section 856(a)(6) of the Code ("Lebovitz Open Market Transactions"), the Lebovitz Permitted Ownership Amount shall be reduced to the extent necessary to permit Beneficial Ownership by the ▇▇▇▇▇▇ Group of the ▇▇▇▇▇▇ Permitted Ownership Amount without violating the Beneficial Ownership Limit or the Constructive Ownership Limit in the manner described above. The reduction in the Lebovitz Permitted Ownership Amount described in the preceding sentence shall be deemed to occur immediately before the acquisition by the ▇▇▇▇▇▇ Group or a member thereof of Beneficial Ownership or Constructive Ownership of Common Stock that would otherwise have violated the limitations described above. The number of shares of Equity Stock which were then purchasable upon the exercise Lebovitz Group shall be treated as having acquired in Lebovitz Open Market Transactions for purposes of this Warrant. In any such caseSection 2.8 shall be reduced to reflect transactions and other events occurring after September 25, appropriate adjustment (as reasonably determined in good faith 2000 which decrease the number of shares of Equity Stock Beneficially or Constructively Owned by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights Lebovitz Group and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantits members.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Rights Agreement (CBL & Associates Properties Inc), Share Ownership Agreement (CBL & Associates Properties Inc)
Adjustments. Subject and pursuant to the provisions of this Section 9, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Price in effect Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately after prior to such adjustmentevent. Such adjustment shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a sale, transfer or other disposition of all or substantially all of the Company's assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant (whether or not then exercisable), such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant (whether or not then exercisable), immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 9(a)), or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Fair Market Value per share of Common Stock (as defined below), less the fair market value (as determined by the Company's Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current Fair Market Value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. For this purpose, the "Fair Market Value" of the Common Stock shall be the closing price of the Common Stock as reported by the NASDAQ National Market (or other Principal Market) on the Trading Day immediately preceding such event.
(d) In the event that the Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding, at or to an effective Per Share Selling Price which is less than the greater of (I) the closing sale price per share of the Common Stock on the Principal Market on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options ("Closing Price"), or (II) the Warrant Price, then in each such case the Warrant Price in effect immediately prior to such issue or sale or record date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Warrant Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company from Persons other than the holders of Warrants for such additional shares would purchase at such Closing Price or Warrant Price, as the case may be, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale (excluding any shares outstanding or deemed outstanding which were issued or deemed issued to the holders of Warrants as part of such issue or sale). Upon consummation of a Change in Control Transaction (as defined in the Notes issued pursuant to the Purchase Agreement), the provisions of clause (I) in the first sentence of this Section 9(d) shall cease to have any further force or effect. The foregoing provision shall not apply to any issuances or sales of Common Stock or Convertible Securities in any transaction described in clauses (i) through (viii) of the definition of Excluded Transaction (as defined in the Notes issued pursuant to the Purchase Agreement) or in any transaction described in clause (ix) of the definition of Excluded Transaction where the Per Share Selling Price is greater than the then applicable Warrant Price. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 9(d), if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the Warrant Price shall be used.
(e) An adjustment shall become effective immediately after the record date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.
(f) In the event that, as a result of an adjustment made pursuant to Section 9, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter 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 contained in this Warrant.
(cg) When In the event of any adjustment is required to be made in the Purchase number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment in the Warrant Price, the Company number of Warrant Shares issuable hereunder upon exercise shall promptly mail to be inversely proportionately increased or decreased, as the Registered Holder a certificate setting forth case may be, such that the Purchase Price after such adjustment and setting forth a brief statement aggregate purchase price for Warrant Shares upon full exercise of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following remain the occurrence of any of the events specified in subsection 2(a) or (b) abovesame.
Appears in 2 contracts
Sources: Purchase Warrant (Genome Therapeutics Corp), Purchase Warrant (Genome Therapeutics Corp)
Adjustments. (a) 7.1 If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company is separated, reorganized, merged, consolidated or amalgamated with or into another corporationcorporation while unexercised Options remain outstanding under the Plan, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision there shall be made so that substituted for the Registered Holder Option Shares subject to the unexercised portions of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the outstanding Options an appropriate number of shares of Common Stock each class of shares or other securities of the separated, reorganized, merged, consolidated or amalgamated corporation which were then purchasable upon distributed to the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors shareholders of the Company) Company in respect of such Option Shares, and appropriate adjustments shall be made in the application of Exercise Price to reflect such action. However, subject to any applicable law, in the provisions set forth herein with respect event the successor corporation does not agree to assume the rights and interests thereafter of award as aforesaid, the Registered Holder of this WarrantVesting Period, such that the provisions as set forth in this Section 2 (including provisions with respect to adjustment section 4 above, shall be accelerated so that any unexercisable or unvested portion of the Purchase Priceoutstanding Options shall be immediately exercisable and vested in full as of the date ten (10) shall thereafter days prior to the date of the change in control.
7.2 If the Company is liquidated or dissolved while unexercised Options remain outstanding, then all such outstanding Options may be applicableexercised in full by the Optionee as of the effective date of any such liquidation or dissolution of the Company without regard to the vesting provisions hereof, as nearly as is reasonably practicable, by the Optionee giving notice in relation writing to any the Company of his/her intention to so exercise.
7.3 If the outstanding shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail at any time be changed or exchanged by declaration of a stock dividend, stock split, combination or exchange of shares, re-capitalization, or any other like event by or of the Company, and as often as the same shall occur, then the number, class and kind of Shares subject to the Registered Holder a certificate setting forth Option therefore granted, and the Purchase Price after such Exercise Price, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Exercise Price; provided, however, that no adjustment and setting forth a brief statement shall be made by reason of the facts requiring such adjustment. Such certificate shall also set forth distribution of subscription rights on outstanding stock, all as will be determined by the kind and amount of stock or other securities or property into which this Warrant Board who's determination shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) abovefinal.
Appears in 2 contracts
Sources: Share Option Agreement (Nur Macroprinters LTD), Share Option Agreement (Nur Macroprinters LTD)
Adjustments. In the event (a) If outstanding shares a stock dividend, stock split, combination or exchange of Shares, recapitalization or other change in the capital structure of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or reclassification complete liquidation or other distribution of the Company's Common Stock assets (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) abovenormal cash dividend), issuance of rights or warrants to purchase securities or (c) any consolidation other corporate transaction or merger event having an effect similar to any of the Company with foregoing affects the Common Stock such that an adjustment is necessary in order to prevent dilution or into another corporation, or a transfer of all or substantially all enlargement of the assets benefits or potential benefits to Participants intended to be made available under the Plan, then the Committee shall, in an equitable manner, make or provide for such adjustments in the (x) number of Shares covered by outstanding Awards granted hereunder, (y) prices per share applicable to Options and Stock Appreciation Rights granted hereunder, and/or (z) kind of shares covered thereby (including shares of another issuer), as the Committee in its sole discretion shall determine in good faith to be equitably required in order to prevent such dilution or enlargement of the Companybenefits or intended benefits to Participants. Moreover, then, as part in the event of any such reorganizationtransaction or event, reclassification, consolidation, merger the Committee may provide in substitution for any or sale, all outstanding Awards under this Plan such alternative consideration as the case it may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by determine to be equitable under the Board of Directors circumstances and may cancel all Awards in exchange for such alternative consideration. If, in connection with any such transaction or event in which the Company does not survive, the amount payable pursuant to any Award, based on consideration per Share to be paid in connection with such transaction or event and the Base Price, Option Price, Spread or otherwise of the Company) shall be made Award, is not a positive amount, the Committee may provide for cancellation of such Award without any payment to the holder thereof. The Committee may also make or provide for such adjustments in the application each of the provisions set forth herein limitations specified in Section 3 as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 11. The Committee will not, in any case, make any of the following adjustments: (A) with respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the rights and interests thereafter extent that such authority would cause the Plan to violate Section 422(b)(1) of the Registered Holder of this WarrantCode, such that the provisions set forth in this Section 2 as from time to time amended, (including provisions B) with respect to any Award, no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan’s meeting the requirements of Section 162(m) of the Purchase PriceCode, unless otherwise determined by the Board, and (C) shall thereafter be applicable, as nearly as is reasonably practicable, in relation with respect to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any Award subject to Section 409A, no such adjustment is required to shall be made in the Purchase Price, the Company shall promptly mail authorized to the Registered Holder a certificate setting forth extent that such authority would cause the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock Plan to fail to comply with Section 409A (or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) abovean exception thereto).
Appears in 2 contracts
Sources: Omnibus Incentive Plan (Ii-Vi Inc), 2012 Omnibus Incentive Plan (Ii-Vi Inc)
Adjustments. (a) RECEIVABLES IN DEFAULTED ACCOUNTS, CREDIT ADJUSTMENTS AND REDUCTIONS IN RECEIVABLES If outstanding shares at any time prior to the dissolution of the Company's Common Stock shall be subdivided into Receivables Trust for any reason whatsoever, any Principal Receivable becomes a greater number of shares Receivable in a Defaulted Account or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision Reduction or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment Credit Adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares Principal Receivable the amount of stock such Receivable in a Defaulted Account or other securities the subject of a Credit Adjustment or property thereafter deliverable upon a Reduction shall be allocated among the exercise of this Warrant.Beneficiaries as follows:
(ci) When any adjustment is required to be made in the Purchase Pricecase of a Receivable in a Defaulted Account which was an Eligible Receivable prior to such time such Account became a Defaulted Account, by allocating such amount between each Transferor Beneficiary and each Series in accordance with their beneficial entitlement to Trust Property at such time (as calculated in a manner consistent with the Company shall promptly mail principles set out in the First Schedule (as amended by any Supplement)), reducing the Transferor Interest accordingly and treating the resulting Investor Default Amount for each Series as provided in the related Supplement;
(ii) in the case of a Credit Adjustment or a Reduction by allocating such amount to each Transferor Beneficiary to the Registered Holder a certificate setting forth extent of its pro rata share and reducing the Purchase Price after Transferor Interest accordingly until such adjustment and setting forth a brief statement time as the Transferor Interest shall be zero, PROVIDED, HOWEVER, that if the amount of such Credit Adjustment or Reduction is greater than the amount of the facts requiring Transferor Interest on such adjustment. Such certificate date of determination then the Receivables Trustee shall also set forth seek to enforce its remedy against the kind Transferor and each Additional Transferor under Clause 10.3 of the RSA which provides that the Transferor or relevant Additional Transferor shall make a payment to the Receivables Trustee in accordance with Clause 10.4 of the RSA; and
(iii) in the case of a Receivable in a Defaulted Account which was an Ineligible Receivable prior to such time as such Account became a Defaulted Account, by reducing the Transferor Ineligible Interest by the amount of stock or other securities or property into which this Warrant such Receivable in a Defaulted Account until such time as the Ineligible Receivables Pool reaches zero; and the entitlement of the Beneficiaries to Trust Property shall be exercisable following affected accordingly. The Receivables Trustee shall maintain at all times accurate records reflecting Receivables in Defaulted Accounts, Credit Adjustments or Reductions and the occurrence of any of allocation thereof amongst the events specified in subsection 2(a) or (b) aboveBeneficiaries.
Appears in 2 contracts
Sources: Deed of Amendment and Restatement (Barclaycard Funding PLC), Deed of Amendment and Restatement (Barclaycard Funding PLC)
Adjustments. (a) If outstanding shares In the event the Company should at any time or from time to time, after the date of this Note, fix a record date for the effectuation of a split or subdivision of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into or the determination of holders of Common Stock entitled to receive a smaller number dividend or other distribution payable in additional shares of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing Common Stock (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by at least ten percent (ii10%) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification more of the Company's then issued and outstanding shares of Common Stock) or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly additional shares of Common Stock (other than a change in par value hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or a subdivision the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or combination as provided for in subsection 2(a) aboveexercise thereof), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganizationrecord date (or the date of such dividend, reclassificationdistribution, consolidationsplit or subdivision if no record date is fixed), merger or salethen unless the Conversion Price is otherwise automatically adjusted in accordance with the terms of this Note, as the case may be, lawful provision Conversion Price shall be made appropriately decreased so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise issuable on conversion of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) Note shall be made increased in proportion to such increase in the application aggregate number of the provisions set forth herein shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.
(b) If the rights and interests thereafter number of shares of Common Stock outstanding at any time after the date of this Note is decreased by a combination of the Registered Holder outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable upon conversion of this Warrant, Note shall be decreased in proportion to such that the provisions set forth decrease in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantoutstanding shares.
(c) When In the event the Company, at any adjustment time while all or any portion of this Note is required to outstanding, shall be consolidated with or merged into any other corporation or corporations or shall sell or lease all or substantially all of its property and business as an entirety, then lawful provisions shall be made as part of the terms of such consolidation, merger, sale or lease so that the holder of this Note may thereafter receive in lieu of such Common Stock otherwise issuable to such holder upon conversion of this Note, but at the Purchase Priceconversion rate which would otherwise be in effect at the time of conversion, as hereinbefore provided, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the same kind and amount of stock or other securities or property into which this Warrant shall assets as may be exercisable following the occurrence of any issuable, distributable or payable upon such consolidation, merger, sale or lease with respect to Common Stock of the events specified in subsection 2(a) or (b) aboveCompany.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cynet Inc), Securities Purchase Agreement (Wizzard Software Corp /Co)
Adjustments. It is the intention of the Borrower and Lender that by a date that is twelve (a12) If outstanding months after the Valuation Date (the “Twelve Month Valuation Date”)the Lender shall have generated net proceeds from the sale of the Facility Fee Shares equal to the Share Value. The Lender shall have the right to sell the Facility Fee Shares in the Principal Trading Market or otherwise, at any time in accordance with applicable securities laws. At any time the Lender may elect after the Twelve Month Valuation Date (or prior to such Twelve Month Valuation Date, if Lender has sold all Facility Fee Shares prior to such Twelve Month Valuation Date), the Lender may deliver to the Borrower a reconciliation statement showing the net proceeds actually received by the Lender from the sale of the Facility Fee Shares (the “Sale Reconciliation”). If, as of the date of the delivery by Lender of the Sale Reconciliation, the Lender has not realized net proceeds from the sale of such Facility Fee Shares equal to at least the Share Value, as shown on the Sale Reconciliation, then the Borrower shall immediately take all required action necessary or required in order to cause the issuance of additional shares of the Company's Common Stock to the Lender in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Facility Fee Shares, the Lender shall be subdivided into a greater number have received total net funds equal to the Share Value. If additional shares of shares or a dividend in Common Stock shall be paid in respect are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of Common Stock, the Purchase Price Lender still has not received net proceeds equal to at least the Share Value, then the Borrower shall again be required to immediately take all required action necessary or required in effect immediately prior order to cause the issuance of additional shares of Common Stock to the Lender as contemplated above, and such subdivision or at additional issuances shall continue until the record date Lender has received net proceeds from the sale of such dividend Common Stock equal to the Share Value. In the event the Lender receives net proceeds from the sale of Facility Fee Shares equal to the Share Value, and the Lender still has Facility Fee Shares remaining to be sold, the Lender shall simultaneously with return all such remaining Facility Fee Shares to the effectiveness of Borrower. In the event additional Common Stock is required to be issued as outlined above, the Borrower shall instruct its Transfer Agent to issue such subdivision or immediately after additional shares in the record date of same procedural manner and within the same required time frames as set forth in Section 2.2(h)(i)above. In the event such dividend be proportionately reduced. If outstanding certificates representing such additional shares of Common Stock shall not be combined into a smaller number of shareseither credited to Lender’s broker with DTC or otherwise delivered to the Lender within said fifteen (15)Business Day period, same shall be an immediate default under this Agreement and the other Loan Documents. Notwithstanding anything contained in this Section 2.2(h)to the contrary, at any time on or prior to the Twelve Month Valuation Date, but not thereafter (unless agreed to by the Lender), the Purchase Price in effect immediately prior Borrower shall have the right, at any time during such period, to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When redeem any adjustment is required to be made Facility Fee Shares then in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) Lender’s possession for an amount payable by the Borrower to Lender in cash equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustmentShare Value, multiplied less any net cash proceeds received by the Purchase Price Lender from any previous sales of Facility Fee Shares. Upon Lender’s receipt of such cash payment in effect accordance with the immediately prior to such adjustmentpreceding sentence, by (ii) the Purchase Price Lender shall return any then remaining Facility Fee Shares in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect its possession back to the rights Borrower and interests thereafter of the Registered Holder of this Warrant, otherwise undertake any required actions reasonably requested by Borrower to have such that the provisions set forth in this Section 2 (including provisions with respect then remaining Facility Fee Shares returned to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantBorrower.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Social Reality)
Adjustments. This Warrant is subject to the following further provisions:
(a) If In case, prior to the expiration of this Warrant by exercise or by its terms, the Company shall issue any shares of Common Stock as a stock dividend or subdivide the number of outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend shares, then in Common Stock shall be paid in respect either of Common Stocksuch cases, the Purchase Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect immediately prior to such subdivision or at the record date time of such dividend action shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If , and the number of Warrant Shares at that time purchasable pursuant to this Warrant shall be proportionately increased; and conversely, in the event the Company shall contract the number of outstanding shares of Common Stock shall be combined by combining such shares into a smaller number of shares, then, in such case, the Purchase Exercise Price per share of the warrant Shares purchasable pursuant to this Warrant in effect immediately prior to such combination shall, simultaneously with at the effectiveness time of such combination, action shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, and the number of Warrant Shares at the time purchasable upon the exercise of pursuant to this Warrant shall be changed proportionally decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class or securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the number determined by dividing (i) an amount equal to the number extent that shares of shares Common Stock are issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentconversion thereof.
(b) If there In case, prior to the expiration of this Warrant by exercise or by its terms, the Company shall occur be recapitalized by reclassifying its Common Stock into any capital reorganization other type of stock, or reclassification the Company or a successor corporation shall consolidate or merge with or convey all or substantially all of its or of any successor corporation's property and assets (a "Sale") to any other corporation or corporations (any such corporation being included within the meaning of the Company's Common Stock (other than a change term "successor corporation" in par value or a subdivision or combination as provided for in subsection 2(a) above), or the event of any consolidation or merger of the Company with or into another corporationany such corporation with, or a transfer the sale of all or substantially all of the assets of the Company, then, as part property of any such reorganizationcorporation to another corporation or corporations), reclassificationin exchange for stock or securities of a successor corporation, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall thereafter have the right thereafter to receive purchase, upon the terms and conditions and during the time specified in this Warrant, in lieu of the Warrant Shares theretofore purchasable upon the exercise hereof of this Warrant, the kind and amount number of shares of stock or and other securities receivable upon such recapitalization or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held conveyance by a holder of the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this WarrantWarrant might have purchased immediately prior to such recapitalization or consolidation, such that merger or conveyance. The Company agrees not to undertake a Sale unless the successor corporation shall agree in writing to give effect to the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this WarrantSECTION 5(b).
(c) When any adjustment is required to be made Except as provided for in SUBSECTION 5(a) hereof, in the Purchase Price, event the Company shall promptly mail issue additional shares of Common Stock (including additional shares of Common Stock deemed to be issued as set forth in subdivision (g) below) without consideration (PROVIDED THAT, for purposes hereof, an issuance for no consideration shall be deemed to be an issuance for a per share consideration of $.01), or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then the Exercise Price shall be reduced, concurrently with such issue, to a price equal to:
(i) if such issuance is prior to the Registered Holder a certificate setting forth Purchase Agreement Date, the consideration per share at which such additional shares of Common Stock are issued or deemed issued; and
(ii) if such issuance is after the Purchase Agreement Date, the amount determined by dividing (1) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to such issue or sale times the number of fully-diluted shares of Common Stock deemed outstanding immediately prior to such issue or sale, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (2) the number of fully-diluted shares of Common Stock deemed outstanding immediately after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock issue or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.sale;
Appears in 2 contracts
Sources: Warrant Agreement (Reel Partners LLC), Warrant Agreement (Cinemastar Luxury Theaters Inc)
Adjustments. The Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant shall be subject to adjustment from time to time as follows:
(a) If In the event, at any time and from time to time, the Company shall issue additional shares of Common Stock (or securities convertible into or exchangeable for Common Stock) in a stock dividend, stock distribution or subdivision paid with respect to Common Stock, or declare any dividend or other distribution payable with additional shares of Common Stock (or securities convertible into or exchangeable for Common Stock) with respect to Common Stock or effect a split or subdivision of the outstanding shares of Common Stock, the Exercise Price shall, concurrently with the effectiveness of such stock dividend, stock distribution or subdivision, or the earlier declaration thereof, be proportionately decreased, and the number of Underlying Common Stock shall be proportionately adjusted so that, to avoid dilution of each Holder's position, each Holder shall thereafter be entitled to receive at such adjusted price an additional number of shares of the Company's Common Stock shall be subdivided into a greater number which such Holder would have owned or would have been entitled to receive upon or by reason of shares or any of the events described above, had the Warrants been exercised immediately prior to the happening of such event. If a dividend in Common Stock shall be paid in respect of Common Stockis declared and such dividend is not paid, the Purchase Exercise Price shall again be adjusted to be the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentdate.
(b) If there shall occur If, at any capital reorganization or reclassification time, the Company issues any additional shares of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities convertible into or property which exchangeable for Common Stock) for a price lower than $15.40 per share, the Exercise Price with respect to the Warrants shall be automatically and immediately reduced to such Registered lower price, without any action or request on the part of either Holder. The Company shall notify each Holder would have been entitled to receive if, immediately of such reduced Exercise Price in writing prior to any such reorganizationissuance of additional shares of Common Stock (or other securities convertible into or exchangeable for Common Stock); provided that, reclassificationif the Company should enter into any agreement in connection with such issuance of additional shares of Common Stock (or other securities convertible into or exchangeable for Common Stock), consolidationthe Company shall immediately notify each Holder in writing thereof and, merger or sale, as the case may be, upon such Registered Holder had held the number issuance of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities convertible into or property thereafter deliverable upon exchangeable for Common Stock), the exercise Exercise Price shall be automatically reduced to such reduced Exercise Price, effective retroactively to the effective date of this Warrant.
such agreement, whether or not the Warrants have been exercised during the time period between the effective date of such agreement and the date of such issuance (c) When any adjustment is required to be made in and if the Purchase PriceWarrants have been exercised during such period, the Company shall promptly mail pay to such Holder the difference between the payment made by such Holder on such exercise and the payment that would have been required if the Warrants were exercised at such reduced Exercise Price). Notwithstanding the foregoing, the Exercise Price shall not be reduced as contemplated by this Section 4(b) in connection with the issuance by the Company of compensatory stock options to the Registered Holder a certificate setting forth extent that (i) the Purchase Price after exercise price of such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of compensatory stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.options is not more than ten percent
Appears in 2 contracts
Sources: Warrant Agreement (Global Telesystems Group Inc), Warrant Agreement (Global Telesystems Group Inc)
Adjustments. (a) If outstanding shares The number and kind of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares securities purchasable upon the exercise of this Warrant and the Warrant Price shall be changed subject to the number determined by dividing (i) an amount equal adjustment from time to the number of shares issuable time upon the exercise occurrence of this Warrant immediately prior to such adjustmentcertain events, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.as follows:
(ba) If there shall occur Reclassification, Reorganization, Consolidation or Merger. In the case of any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above)Stock, or any reorganization, consolidation or merger of the Company with or into another corporation, corporation (other than a merger or a transfer of all or substantially all reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the assets of Common Stock) (a "Reclassification"), the Company, then, as part of any or such reorganization, reclassification, consolidation, merger or salesuccessor corporation, as the case may be, lawful provision shall execute a new warrant, providing that the Holder shall have the right to exercise such new warrant and upon such exercise to receive, in lieu of each share of the Class of Stock theretofore issuable upon exercise of this Warrant, the number and kind of securities receivable upon such reclassification, reorganization, consolidation or merger by a holder of shares of the same Class of Stock of the Company for each such share of such Class of Stock. The aggregate Warrant Price of the new warrant shall be made so the aggregate Warrant Price in effect immediately prior to the reclassification, reorganization, consolidation or merger and the Warrant Price per share shall be appropriately increased or decreased. Such new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5 including, without limitation, adjustments to the Warrant Price and to the number of shares issuable upon exercise of this Warrant. In the case of a Reclassification in which the holder of shares of the same Class of Stock of the Company as the Class of Stock theretofore issuable upon exercise of this Warrant receives compensation in cash that is less per share than the Registered Warrant Price (which amount of cash compensation per share shall be referred to as the "Acquisition Price"), then the Holder of this Warrant shall have the right thereafter option to receive upon from the exercise hereof Company cash compensation equal to Fifty Percent (50%) of the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held Acquisition Price times the number of shares of Common Stock which were then purchasable Shares issuable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith which option may be exercised by the Board of Directors of Holder by surrendering this Warrant to the Company. The provisions of this subsection (a) shall be made in the application of the provisions set forth herein with respect similarly apply to the rights and interests thereafter of the Registered Holder of this Warrantsuccessive reclassifications, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicablereorganizations, as nearly as is reasonably practicable, in relation to any shares of stock consolidations or other securities or property thereafter deliverable upon the exercise of this Warrantmergers.
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: Warrant Agreement (Goodrich Petroleum Corp), Warrant Agreement (Goodrich Petroleum Corp)
Adjustments. The number of shares of Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows:
(a) If In case the Company shall (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (iii) combine its outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shallor (iv) issue by reclassification, simultaneously with the effectiveness recapitalization or reorganization of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of the Company's its Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger shares of the Company with or into another corporation, or a transfer of all or substantially all of the assets capital stock of the Company, then, as part of any then in each such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable issuable upon the exercise of an Equity Warrant shall be equitably adjusted so that the Holder of any Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which such Holder would have owned or been entitled to receive immediately following such action had such Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Warrantsubsection 4.l(a) shall become effective immediately after the record date and written notice thereof to the Equity Warrant Agent, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. In If, as a result of an adjustment made pursuant to this subsection 4.l(a), the Holder of any such case, appropriate adjustment (as reasonably determined in good faith by the Board Equity Warrant thereafter exercised shall become entitled to receive shares of Directors two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Company's board of directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent and which shall be conclusive for all purposes) shall be made in determine the application allocation of the provisions set forth herein with respect Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.
(b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the rights and interests thereafter record date mentioned below) to subscribe for or purchase shares of Common Stock or other securities convertible or exchangeable for shares of Common Stock at a price per share of Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Registered Holder Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of this Warrant, such that the provisions adjustments set forth in this Section 2 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (including provisions with respect immediately prior to adjustment such issuance) 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 the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the Purchase total number of shares so offered would purchase at such Current Market Price) . Such adjustment shall thereafter be applicablemade successively whenever any rights or warrants are issued, as nearly as is reasonably practicableand shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; provided, however, in relation to any the event that all the shares of stock Common Stock offered for subscription or other securities or property thereafter deliverable purchase are not delivered upon the exercise of such rights or warrants, upon the expiration of such rights or warrants the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be readjusted to the number of shares of Common Stock issuable upon exercise of an Equity Warrant which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. In determining whether any security covered by this WarrantSection 4.1(b) entitles the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined by the Company's board of directors in its good faith judgment (whose determination shall be described in a statement filed by the Company with the Equity Warrant Agent, and which statement the Equity Warrant Agent shall be entitled to rely on for all purposes and the Equity Warrant Agent shall have no obligation to investigate or confirm the accuracy thereof.)
(c) When In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is required made pursuant to be made in the Purchase Price, subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company shall promptly mail (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement number of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount shares of stock or other securities or property into which this Common Stock issuable upon exercise of an Equity Warrant shall be exercisable following adjusted so that the occurrence same shall equal the product determined by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Company's board of directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent and the Equity Warrant Agent, as appropriate, and which statement the Equity Warrant Agent shall be entitled to rely on for all purposes and the Equity Warrant Agent shall have no obligation to investigate or confirm the accuracy thereof) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any of the events specified in subsection 2(a) or computation under subsections (b) aboveand(c) of this Section 4.1, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term "Time of Determination" shall mean the time and date of the record date for determining stockholder entitled to receive the rights, warrants or distributions referred to in Section 4.1(b) and (c).
Appears in 2 contracts
Sources: Equity Warrant Agreement (Interactivecorp), Equity Warrant Agreement (Interactivecorp)
Adjustments. (a) If outstanding shares In the event that, after a Landlord's Statement has been sent to Tenant, an Assessed Valuation which had been utilized in computing the Taxes for a Comparison Year is reduced (as a result of settlement, final determination of legal proceedings or otherwise), and as a result thereof a refund of Taxes is actually received by or on behalf of Landlord, then, promptly after receipt of such refund, Landlord shall send Tenant a statement adjusting the Taxes for such Comparison Year (taking into account the expenses mentioned in the last sentence of subsection A(i) of this Article 28) and setting forth Tenant's Proportionate Share of such refund and Tenant shall be entitled to receive such Share by way of a credit against the Rent next becoming due after the sending of such Statement; provided, however, that Tenant's Share of such refund shall be limited to the amount, if any, which Tenant had theretofore paid to Landlord as increased Rent for such Comparison Year on the basis of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately Assessed Valuation before it had been reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization In the event that, after a Landlord's Statement has been sent to Tenant, the Assessed Valuation which had been utilized in computing the Base Taxes is reduced (as a result of settlement, final determination of legal proceedings or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(aotherwise) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any and in such reorganization, reclassification, consolidation, merger or sale, as event: (1) the case may be, lawful provision Base Taxes shall be made so that retroactively adjusted to reflect such reduction, (2) the Registered Holder monthly installment of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) Rent shall be made in increased accordingly and (3) all retroactive additional rent resulting from such retroactive adjustment shall be forthwith payable when billed by Landlord. Landlord promptly shall send to Tenant a statement setting forth the application of basis for such retroactive adjustment and additional rent payments.
(ii) Any Landlord's Statement sent to Tenant shall be conclusively binding upon Tenant unless, within thirty (30) days after such statement is sent, Tenant shall (a) pay to Landlord the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions amount set forth in this Section 2 such statement, without prejudice to Tenant's right to dispute the same, and (including provisions with respect b) send a written notice to adjustment Landlord objecting to such statement and specifying the particular respects in which such statement is claimed to be incorrect. The parties recognize the unavailability of Landlord's books and records because of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrantconfidential nature thereof.
(ciii) When Anything in this Article 28 to the contrary notwithstanding, under no circumstances shall the rent payable under this Lease be less than the then annual base Rent set forth in Article 1 hereof.
(iv) The expiration or termination of this Lease during any adjustment Comparison Year for any part or all of which there is required to be made an increase or decrease in the Purchase PriceRent under this Article shall not affect the rights or obligations of the parties hereto respecting such increase or decrease and any Landlord's Statement relating to such increase or decrease may, the Company on a pro rata basis, be sent to Tenant subsequent to, and all such rights and obligations shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price survive, any such expiration or termination. Any payments due under such Landlord's Statement shall be payable within twenty (20) days after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) aboveis sent to Tenant.
Appears in 2 contracts
Sources: Lease Agreement (Intralinks Inc), Lease Agreement (Intralinks Inc)
Adjustments. (a1) If outstanding at any time prior to the exercise of this Warrant in full, the Company shall (A) declare a dividend or make a distribution on the Common Stock payable in shares of the Company's its capital stock (whether shares of Common Stock shall be subdivided or of capital stock of any other class); (B) subdivide, reclassify or recapitalize its outstanding Common Stock into a greater number of shares; (C) combine, reclassify or recapitalize its outstanding Common Stock into a smaller number of shares; or (D) issue any shares of its capital stock by reclassification of its Common Stock (excluding any such reclassification in connection with a consolidation or a dividend merger), the Warrant Price in Common Stock effect at the time of the record date of such dividend, distribution, subdivision, combination, reclassification or recapitalization shall be paid in respect of Common Stock, adjusted so that the Purchase Warrant Price shall be equal to the price determined by multiplying the Warrant Price in effect immediately prior to such subdivision or at event by a fraction, the record date numerator of such dividend which shall simultaneously with be (x) the effectiveness total number of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock of the Company immediately prior to such event; and the denominator of which shall be combined into a smaller (y) the total number of sharesoutstanding shares of Common Stock of the Company immediately after such event and, as so adjusted or readjusted, the Purchase Warrant Price shall remain in effect until a further adjustment or readjustment is required by this Section 2. Whenever the Warrant Price is adjusted pursuant to this Section 2(a)(1), the shares issuable hereunder shall simultaneously be adjusted by multiplying the number of shares issuable upon exercise of the Warrant immediately prior to such event by the Warrant Price in effect on the date thereof and dividing the product so obtained by the Warrant Price resulting from such adjustment. Any adjustment required by this Section 2(a)(1) shall be made successively immediately after the record date, in the case of a dividend or distribution, or the effective date, in the case of a subdivision, combination, reclassification or recapitalization, to allow the purchase of such aggregate number and kind of shares.
(2) If at any time prior to the exercise of this Warrant in full, the Company shall make a distribution to all holders of the Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the Warrant Price or the number of shares of Common Stock purchasable upon the exercise of this Warrant, the Warrantholder, upon the exercise hereof at any time after such distribution, shall be entitled to receive from the Company the stock or other securities to which the Warrantholder would have been entitled if the Warrantholder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 2, and the Company shall reserve, for the life of the Warrant, such securities of such subsidiary; provided, however, that no adjustment in respect of dividends or interest on such stock or other securities shall be made during the term of this Warrant or upon its exercise.
(3) If at any time prior to the exercise of this Warrant in full, the Company shall distribute to all holders of its Common Stock assets of the Company (excluding cash dividends or distributions out of earned surplus), then the Warrant Price shall be adjusted to a price determined by multiplying the Warrant Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Pricedistribution by a fraction, the number numerator of Warrant Shares purchasable upon the exercise of this Warrant which shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (iix) the Purchase then Current Market Price in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification per share of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided on the record date for in subsection 2(a) above), or any consolidation or merger determination of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been stockholders entitled to receive ifsuch distribution, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as less the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment fair value (as reasonably determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets so distributed, and the denominator of which shall be (y) the Current Market Price per share of Common Stock; provided, however, that if the then Current Market Price per share of Common Stock on the record date for determination of stockholders entitled to receive such distribution is less than the then fair value of the portion of the assets so distributed, the foregoing adjustment of the Warrant Price shall not be made and in lieu thereof the number of shares purchasable upon exercise of each Warrant immediately prior to such distribution shall be adjusted so that the holder of such Warrant shall be entitled to receive upon exercise of such Warrant the kind and number of assets that such Warrantholder would have owned or have been entitled to receive in such distribution had such Warrant been exercised immediately prior to the record date of such distribution.
(4) For purposes of any computation under this Section 2(a), the Current Market Price per share of Common Stock on any date shall be deemed calculated as provided in Section 1(c).
(5) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 1% of such price; provided, however, that any adjustments which by reason of this Section 2(a)(5) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2(a) shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. Notwithstanding anything in this Section 2(a) to the application contrary, the Warrant Price shall not be reduced to less than the then existing par value of the Common Stock as a result of any adjustment made hereunder.
(6) In the event that at any time, as the result of any adjustment made pursuant to this Section 2(a), the Warrantholder thereafter shall become entitled to receive any securities other than Common Stock, thereafter the number of such other securities so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth Common Stock contained in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant2(a).
(c) When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events specified in subsection 2(a) or (b) above.
Appears in 2 contracts
Sources: License Agreement (Entremed Inc), License Agreement (Entremed Inc)
Adjustments. (a) If In case the Company shall
(i) declare a dividend upon the Common Stock payable in Common Stock (other than a dividend declared to effect a subdivision of the outstanding shares of Common Stock, as described in subparagraph (b) below) or any obligations or any shares of stock of the Company's Company which are convertible into or exchangeable for Common Stock (such obligations or shares of stock being hereinafter referred to as "Convertible Securities"), or in any rights or options to purchase any Common Stock or Convertible Securities, or
(ii) declare any other dividend or make any other distribution upon the Common Stock, then thereafter the holder of this Warrant upon the exercise hereof will be entitled to receive the number of shares of Common Stock to which such holder shall be subdivided entitled upon such exercise, and, in addition and without further payment therefor, such number of shares of Common Stock, such that upon exercise hereof, such holder would receive as a result of each dividend described in clause (i) above and each dividend or distribution described in clause (ii) above which such holder would have received by way of any such dividend or distribution if, continuously since the record date for any such dividend or distribution, such holder (x) had been the record holder of the number of shares of Common Stock then received, and (y) had retained all dividends or distributions in stock or securities (including Common Stock or Convertible Securities, or in any rights or options to purchase any Common Stock or Convertible Securities) payable in respect of such Common Stock or in respect of any stock or securities paid as dividends or distributions and originating directly or indirectly from such Common Stock.
(b) In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stockshares, the Purchase Price in effect number of shares subject to this Warrant immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If increased, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of subject to this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentcombination shall be proportionately reduced.
(bc) If there shall occur any capital reorganization or reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer the sale of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the CompanyCommon Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as part a condition of any such reorganization, reclassification, consolidation, merger merger, or sale, as the case may be, lawful and adequate provision shall be made so that whereby the Registered Holder of this Warrant holder hereof shall thereafter have the right thereafter to receive purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise hereof of the kind and amount rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification, consolidation, merger merger, or salesale not taken place, as and in any such case appropriate provision shall be made with respect to the case may be, such Registered Holder had held rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Exercise Price and of the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicablemay be, in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise hereof.
(d) Excluding a potential merger with a public company candidate currently in contemplation (the "Merger"), to which warrant holder consents by its subscription hereto and in which, if completed, the public company will assume and accede to all of the liabilities and obligations of the company hereunder, and under which the public company will issue an equal number of notes with identical terms and conditions as those in the Company, and common shares, preferred shares of identical classes and warrants in exchange for the notes, shares and warrants of South Uintah Gas Properties, Inc., and excluding those events set forth in the two paragraphs following this paragraph, if (i) all or any portion of the warrant shall be exercised subsequent to any share dividend, split-up, recapitalization, merger, consolidation, or liquidation occurring after the date hereof, as a result of which shares of any class shall be issued in respect to outstanding Common Stock or Common Stock shall be changed into the same or a different number of shares of the same or another class or classes (a "Reorg Event"), or (ii) if Common Stock or securities exercisable for or convertible into Common Stock are issued at a price less than $2.00 (as adjusted for stock splits, stock dividends and the like)(a "Dilutive Event") the person or persons so converting the Convertible Promissory Note shall receive, for the aggregate price paid upon such conversion, the aggregate number and class of shares which such person would have received, if Common Stock (as authorized at the date hereof) had been purchased at the date hereof for the same aggregate price as those shares offered and sold at a price (equal to the price in the Dilutive Event) and all such share dividends, split-ups, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations in all Reorg Events; provided, however, that no fractional shares shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. The Company has pending subscriptions for or convertible promissory notes in the amount of $500,000 convertible to common stock at $0.25 and appurtenant options to purchase shares for 2 years at $0.50 per share, and such subscriptions shall not trigger any adjustment under this section 4. The conversion rights under the Secured Convertible Promissory Note for $500,000 @ $.20 and appartent shall not be deemed to trigger this adjustment clause. The sale of private placement shares of up to 5,000,000 common shares at $1.00 shall not be deemed to trigger the anti-dilution clause herein. Further, the anti-dilution clause herein shall not be triggered upon the intended merger/business combinations with a public shell or upon the acquisition of the Lexico and Uinta/Natural Buttes assets.
(e) Excluding those events set forth in (d) above, if the Company issues or grants any rights or options to subscribe for or to purchase shares of Common Stock at a price per share of Common Stock less than either (I) the Warrant Exercise Price, and (II) after 6 months from date hereof, the then-current Market Price (as defined below) per share of Common Stock, then the total number of shares of Common Stock issuable upon exercise of this Warrant shall be increased by an amount determined by multiplying (I) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment by (II) an amount determined by dividing (i) the number of shares of Common Stock underlying the rights or options giving rise to such adjustment by (ii) the total number of shares of Common Stock then outstanding.
(f) Upon each adjustment in the number of shares the Holder is entitled to purchase upon exercise of this Warrant, the Warrant Exercise Price hereunder shall be appropriately adjusted such that the Holder shall hold Warrants entitling Holder to purchase the number of shares as so adjusted for an aggregate Warrant Exercise Price equal to the aggregate Warrant Exercise Price in effect immediately prior to such adjustment.
(g) In case any time:
(i) any of the adjustments required by 4(a) through (e) occur;
(ii) the Company shall make any distribution to the holders of its capital stock;
(iii) the Company shall offer for subscription pro rata to the holders of its capital stock any additional shares of stock of any class or other rights; or
(iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (x) the books of the Company shall close or a record shall be taken for such dividend, subdivision, distribution, or subscription rights, or (y) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, or conversion or redemption shall take place, as the case may be. Such notice shall also specify the date as of which the holders of capital stock of record shall participate in such dividend, distribution, or subscription rights, or shall be entitled to exchange their capital stock for securities or other property thereafter deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, or conversion or redemption, as the case may be. Such written notice shall be given at least ten (10) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.
(h) No fractional shares of Common Stock shall be issued upon the exercise of this Warrant.
(c) When , but, instead of any adjustment is required to fraction of a share which would otherwise be made in the Purchase Priceissuable, the Company shall promptly mail pay a cash adjustment (which may be effected as a reduction of the amount to be paid by the holder hereof upon such exercise) in respect of such fraction in an amount equal to the Registered Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement same fraction of the facts requiring Market Price per share of Common Stock as of the close of business on the date of the notice required by Section 4(g). "Market Price" shall mean, if the Common Stock is traded on a securities exchange or on the NASDAQ System, the average of the closing prices of the Common Stock on such adjustmentexchange or the NASDAQ System on the twenty (20) trading days ending on the trading day prior to the date of determination, or, if the Common Stock is otherwise traded in the over-the-counter market, the average of the closing bid prices on the twenty (20) trading days ending on the trading day prior to the date of determination. Such certificate shall also set forth If at any time the kind and amount of stock Common Stock is not traded on an exchange or other securities the NASDAQ System, or property into which this Warrant otherwise traded in the over-the-counter market, the Market Price shall be exercisable following deemed to be the occurrence of any of the events specified in subsection 2(a) or (b) above.higher of
Appears in 2 contracts
Sources: Corporate Advisor / Director Engagement Agreement (Hinto Energy, Inc), Corporate Advisor/Consulting Engagement Agreement (Hinto Energy, Inc)
Adjustments. The number of Shares issuable upon exercise of this Warrant may be subject to adjustment from time to time as follows:
(a) If outstanding shares of In case the Company's Common Stock Company shall be subdivided into a greater number of shares or (i) pay a dividend or make a distribution in Common Stock shall be paid in respect shares of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock shall be combined into a smaller number of shares, (iv) issue by reclassification of its Common Stock other securities of the Purchase Company, or (v) enter into any plan of capital reorganization or of reclassification of the Common Stock; the number of Shares purchasable on 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 or other securities of the Company which he or she would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant(s) been exercised immediately prior to the happening of such 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 the record date for such event.
(b) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. Neither the purchase or other acquisition by the Company of any Shares nor the sale or other disposition by the Company of any Shares shall affect any adjustment of the Exercise Price or be taken into account in effect computing any subsequent adjustment of the Exercise Price.
(c) Whenever the number of Shares purchasable on the exercise of each Warrant is adjusted, as herein provided, the Exercise Price payable on exercise of each Warrant shall be adjusted by multiplying such Exercise Prices immediately prior to such combination shalladjustment by a fraction, simultaneously with of which the effectiveness of such combination, numerator shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of Warrant Shares purchasable upon on the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this each Warrant immediately prior to such adjustment, multiplied by adjustment and of which the Purchase Price in effect denominator shall be the number of Shares so purchasable immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustmentthereafter.
(bd) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a transfer of all or substantially all of the assets of the Company, then, as part of any such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held Whenever the number of shares of Common Stock which were then Shares purchasable upon on the exercise of this Warrant. In any each Warrant or the Exercise Prices of such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant, such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Purchase Price) shall thereafter be applicableShares are adjusted, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) When any adjustment is required to be made in the Purchase Priceherein provided, the Company shall promptly mail by first class mail, postage prepaid, to the Registered each Holder of a certificate Warrant or Warrants notice of such adjustment or adjustments setting forth the Purchase number of Shares purchasable on the exercise of each Warrant and the Exercise Price of such Shares after such adjustment and adjustment, setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set adjustment and setting forth the kind and amount computation by which such adjustment was made.
(e) For the purpose of this subsection, the term "common stock" shall mean (i) the class of stock designated as the common stock of the Company at the date of this Agreement, (ii) any other class of stock resulting form successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value; or (iii) as a result of a merger, consolidation or reorganization of the Company into another company shall be those shares of securities designated as "common stock" by the successor corporation, and if such corporation's stock is traded, those series of stock which are traded. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a), above, the holders of a Warrant or Warrants shall become entitled to purchase any securities of the Company other than Shares, thereafter the number of such other securities or property into which this so purchasable on exercise of each Warrant and the Exercise Prices of such securities shall be exercisable following subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the occurrence provisions with respect to each share of any of the events specified Common Stock contained in subsection 2(aparagraphs (a) or through (b) d), inclusive, above.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Upland Energy Corp), Common Stock Purchase Warrant (Upland Energy Corp)
Adjustments. Subject and pursuant to the provisions of this Section 9, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combine its outstanding shares into a dividend in Common Stock shall be paid in respect smaller number of Common Stock, the Purchase Price in effect immediately prior to such subdivision shares or at the record date issue by reclassification of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If its outstanding shares of Common Stock shall be combined into any shares of its capital stock (including any such reclassification in connection with a smaller number of sharesconsolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, then the number of Warrant Shares purchasable upon the exercise of this the Warrant shall be changed to and the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to the date upon which such adjustmentchange shall become effective, shall be adjusted by (ii) the Purchase Price in effect Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately after prior to such adjustmentevent. Such adjustment shall be made successively whenever any event listed above shall occur.
(b) If there shall occur any capital reorganization or reorganization, reclassification of the capital stock of the Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger of the Company with or into another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets of the Companyto another corporation shall be effected, then, as part a condition of any such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition, lawful and adequate provision shall be made so that the Registered Holder of this Warrant whereby each Warrantholder shall thereafter have the right thereafter to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise hereof of the kind and amount of Warrant, such shares of stock or other stock, securities or property which such Registered Holder assets as would have been entitled issuable or payable with respect to receive ifor in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, immediately prior to any had such reorganization, reclassification, consolidation, merger or merger, sale, as the case may betransfer or other disposition not taken place, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In and in any such case, case appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of each Warrantholder to the Registered Holder of this Warrant, such end that the provisions set forth in this Section 2 hereof (including provisions with respect to including, without limitations, provision for adjustment of the Purchase Warrant Price) shall thereafter be applicable, as nearly equivalent as is reasonably practicable, may be practicable in relation to any shares of stock or other stock, securities or property properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Closing Price per share of Common Stock (as defined below), less the fair market value (on a per share basis) (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Closing Price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. “Closing Price” of the Common Stock shall be the closing sale price per share of the Common Stock as reported by the Principal Market on the Trading Day immediately preceding the date on which such value is being determined.
(d) In the event that the Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities (as defined in the Notes), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof), at or to an effective Per Share Selling Price (as defined in the Notes) which is less than the greater of (x) the closing price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options, or (y) the then applicable Warrant Price, then in each such case, the Warrant Price in effect immediately prior to such issue or sale or record date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Warrant Price then in effect by a fraction, (a) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such closing price or Warrant Price, as the case may be, and (b) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions of this subsection shall not apply to issuances or sales of (w) the Securities, (x) Common Stock upon conversion, exercise or exchange of Convertible Securities outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, (y) Common Stock or Convertible Securities under the Company’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock to the current shareholders of MediVision Medical Imaging Ltd. in exchange for shares of common stock of such entity in connection with the acquisition of such entity as currently contemplated. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section, if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the Warrant Price shall be used.
(e) An adjustment shall become effective immediately after the record date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.
(f) In the event that, as a result of an adjustment made pursuant to Section 9, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter 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 contained in this Warrant.
(cg) When In the event of any adjustment is required to be made in the Purchase number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment in the Warrant Price, the Company number of Warrant Shares issuable hereunder upon exercise shall promptly mail to be inversely proportionately increased or decreased, as the Registered Holder a certificate setting forth case may be, such that the Purchase Price after such adjustment and setting forth a brief statement aggregate purchase price for Warrant Shares upon full exercise of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Warrant shall be exercisable following remain the occurrence of any of the events specified in subsection 2(a) or (b) abovesame.
Appears in 2 contracts
Sources: Warrant Agreement (Ophthalmic Imaging Systems), Warrant Agreement (Ophthalmic Imaging Systems)