Event of Noncompliance. (i) If an Event of Noncompliance of the type described in Section 8A(vii) of the Series B Preferred Stock Certificate of Designations occurs, the Exercise Price of the Warrants shall be reduced immediately by 20% of the Exercise Price in effect immediately prior to such adjustment and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased. Thereafter, until the Corporation obtains the Share Issuance Approval, every 90 days the Exercise Price shall be reduced immediately by 20% of the Exercise Price in effect immediately prior to such adjustment (subject to a maximum reduction under this Section 2F(i) not to exceed 50% of the Exercise Price that would have been in effect as of the such date had the adjustments provided for in this Section 2F(i) not occurred) and the number of shares of Common Stock obtainable upon exercise of this Warrant shall again be proportionately increased. Upon receipt of the Share Issuance Approval, the Exercise Price in effect immediately prior to such event shall be readjusted to be the Exercise Price that would have been in effect as of the such date had the adjustments provided for in this Section 2F(i) not occurred and taking into account for purposes of such readjustment any other adjustments to the Exercise Price that would have been made during the continuation of the Event of Noncompliance which triggered the adjustments provided for in this Section 2F(i) had the adjustments provided for in this Section 2F(i) not occurred; and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted. In the event that the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be adjusted pursuant to this Section 2F(i) and at the same time an adjustment to the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be made under Section 2F(ii) and/or Section 2F(iii) below, then the adjustments required to be made under this Section 2F(i) shall be made after giving effect to the adjustments required under Section 2F(ii) and/or Section 2F(iii). (ii) If an Event of Noncompliance of the type described in Section 8A(i)(C) of the Series B Preferred Stock Certificate of Designations occurs, the Exercise Price of the Warrants shall be reduced immediately by $.76 (subject to adjustment to reflect any stock split, stock dividend, reclassification or other transaction having a similar effect) and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased. At such time as such Event of Noncompliance is no longer in existence, the Exercise Price in effect immediately prior to such time shall be readjusted to the Exercise Price that would have been in effect as of such time had the adjustments provided for in this Section 2F(ii) not occurred and taking into account for purposes of such readjustment any other adjustments to the Exercise Price that would have been made during the continuation of the Event of Noncompliance which triggered the adjustments provided for in this Section 2F(ii) had the adjustments provided for in this Section 2F(ii) not occurred; and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted. In the event that the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be adjusted pursuant to this Section 2F(ii) and at the same time an adjustment to the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be made under Section 2F(i) above, then the adjustments required to be made under this Section 2F(ii) shall be made before giving effect to the adjustments required under Section 2F(i). Notwithstanding the foregoing, no reduction of the Exercise Price or increase in the number of shares of Common Stock obtainable upon exercise of this Warrant pursuant to this Section 2F(ii) shall be made at any time when representatives of holders of the Warrants constitute a majority of the Board of Directors, whether elected pursuant to Section 5B or 8B of the Series B Preferred Stock Certificate of Designations or otherwise. Notwithstanding the foregoing, in no event will the Exercise Price be reduced below $.01. (iii) If an Event of Noncompliance of the type described in Section 8A(ii) of the
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Sources: Warrant Agreement (Penton Media Inc)
Event of Noncompliance. (i) If an Event of Noncompliance of the type described in Section 8A(vii) of the Series B Preferred Stock Certificate of Designations occurs, the Exercise Price of the Warrants shall be reduced immediately by 20% of the Exercise Price in effect immediately prior to such adjustment and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased. Thereafter, until the Corporation obtains the Share Issuance Approval, every 90 days the Exercise Price shall be reduced immediately by 20% of the Exercise Price in effect immediately prior to such adjustment (subject to a maximum reduction under this Section 2F(i) not to exceed 50% of the Exercise Price that would have been in effect as of the such date had the adjustments provided for in this Section 2F(i) SECTION 2F not occurred) and the number of shares of Common Stock obtainable upon exercise of this Warrant shall again be proportionately increased. Upon receipt of the Share Issuance Approval, the Exercise Price in effect immediately prior to such event shall be readjusted to be the Exercise Price that would have been in effect as of the such date had the adjustments provided for in this Section 2F(i) SECTION 2F not occurred and taking into account for purposes of such this readjustment any other adjustments to the Exercise Price that would have been made during the continuation of the Event of Noncompliance which triggered the adjustments provided for in this Section 2F(i) SECTION 2F had the adjustments provided for in this Section 2F(i) SECTION 2F not occurred; and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted. In the event that the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be adjusted pursuant to this Section 2F(i) and at the same time an adjustment to the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be made under Section 2F(ii) and/or Section 2F(iii) below, then the adjustments required to be made under this Section 2F(i) shall be made after giving effect to the adjustments required under Section 2F(ii) and/or Section 2F(iii).
(ii) If an Event of Noncompliance of the type described in Section 8A(i)(C) of the Series B Preferred Stock Certificate of Designations occurs, the Exercise Price of the Warrants shall be reduced immediately by $.76 (subject to adjustment to reflect any stock split, stock dividend, reclassification or other transaction having a similar effect) and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased. At such time as such Event of Noncompliance is no longer in existence, the Exercise Price in effect immediately prior to such time shall be readjusted to the Exercise Price that would have been in effect as of such time had the adjustments provided for in this Section 2F(ii) not occurred and taking into account for purposes of such readjustment any other adjustments to the Exercise Price that would have been made during the continuation of the Event of Noncompliance which triggered the adjustments provided for in this Section 2F(ii) had the adjustments provided for in this Section 2F(ii) not occurred; and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted. In the event that the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be adjusted pursuant to this Section 2F(ii) and at the same time an adjustment to the Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant are required to be made under Section 2F(i) above, then the adjustments required to be made under this Section 2F(ii) shall be made before giving effect to the adjustments required under Section 2F(i). Notwithstanding the foregoing, no reduction of the Exercise Price or increase in the number of shares of Common Stock obtainable upon exercise of this Warrant pursuant to this Section 2F(ii) shall be made at any time when representatives of holders of the Warrants constitute a majority of the Board of Directors, whether elected pursuant to Section 5B or 8B of the Series B Preferred Stock Certificate of Designations or otherwise. Notwithstanding the foregoing, in no event will the Exercise Price be reduced below $.01.
(iii) If an Event of Noncompliance of the type described in Section 8A(ii) of the
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