Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 4 contracts
Sources: Securities Agreement (Energous Corp), Securities Agreement (Energous Corp), Securities Agreement (Fairbairn Malcolm)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (all such transactions being hereinafter referred to as each a “Fundamental Transaction”), then the Company shall ensure that then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder 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 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 (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant), had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationlimitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share shares of stock, securities or assets properties thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition Fundamental Transaction 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 assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the Holder, at the last address holder of the Holder appearing on the books of the Company, Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder such holder may be entitled to purchase, purchase and the other obligations under this Warrant. The provisions of this Section 8(bparagraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionTransactions.
Appears in 4 contracts
Sources: Purchase Agreement (Ophthalmic Imaging Systems), Purchase Agreement (Ophthalmic Imaging Systems), Purchase Agreement (Ophthalmic Imaging Systems)
Fundamental Transactions. If If, at any capital reorganization, reclassification of time while this Warrant is outstanding (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity; (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions; (iii) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of a majority of the outstanding shares of Common Stock tender or exchange their shares for other securities, cash or property; or (iv) the Company effects any reclassification of all such transactions being hereinafter referred outstanding Common Stock or any compulsory share exchange pursuant to as which all outstanding Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right thereafter to purchase and receive receive, upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon any subsequent exercise of this Warrant, such shares the same amount and kind of stocksecurities, securities cash or assets property as it would have been issuable or payable with respect entitled to or in exchange for a number receive upon the occurrence of Warrant Shares equal such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant“Alternate Consideration”). The Company shall not effect any such consolidation, merger, sale, transfer or other disposition Fundamental Transaction unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than to the Company) resulting from such consolidation or merger, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 3 contracts
Sources: Warrant Agreement (CohBar, Inc.), Warrant Agreement (CohBar, Inc.), Warrant Agreement (CohBar, Inc.)
Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification there occurs any Fundamental Transaction (including, without limitation, one pursuant to which holders of the capital stock shares of the Company, consolidation or merger of the Company with another corporation, or sale, transfer Common Stock are entitled to receive securities or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 shares of Warrant Shares equal Common Stock), then the Holder shall have the right thereafter to the number of Warrant Shares immediately theretofore issuable receive, upon exercise of this Warrant Warrant, in lieu of the shares of the Common Stock (without regard or giving effect to any limitation in Section 3(e) on other securities, cash assets or other property purchasable upon the exercise of this Warrantthe Warrant prior to such Fundamental Transaction), had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, the same amount and in any such case appropriate provision shall be made with respect to the rights and interests kind of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities securities, cash, assets or assets asany other property whatsoever (including warrants or other purchase or subscription rights) that the Holder would have been entitled to receive upon the consummation of such Fundamental Transaction had this Warrant been exercised immediately prior to the record date for such Fundamental Transaction, as adjusted in accordance with the foregoing provisionsprovisions of this Warrant. Upon the occurrence of any Fundamental Transaction, the Holder may be entitled to purchaseSuccessor Entity, if any, shall succeed to, and be substituted for (so that from and after the other date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this WarrantWarrant with the same effect as if such Successor Entity had been named as the Company herein. The provisions of this Section 8(b) shall apply similarly apply and equally to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers Fundamental Transactions and any adjustment under this Section 4 shall be without duplication for any adjustment or other dispositions, each of which transactions shall also constitute a Fundamental Transactiondistribution made under Section 2.
Appears in 2 contracts
Sources: Multi Draw Credit Agreement (Emerald Bioscience, Inc.), Multi Draw Credit Agreement (Nemus Bioscience, Inc.)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an eligible Trading Market, then the Company shall not enter into or consummate such a Fundamental Transaction without the prior written consent of the Required Holders.
Appears in 2 contracts
Sources: Securities Agreement (Intelligentias, Inc.), Securities Agreement (Intelligentias, Inc.)
Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (1) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (all 4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such transactions being hereinafter referred to as case, a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 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 this Warrant (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant), had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance (including cash) thereafter deliverable upon the exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionSection.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Airnet Communications Corp), Securities Agreement (Airnet Communications Corp)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive 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 (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant), had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and and, in any such case case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless unless, prior to or simultaneously with the consummation thereof 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, purchase and the other obligations under this Warrant. The provisions of this Section 8(b9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 2 contracts
Sources: Amending Agreement (OccuLogix, Inc.), Loan Agreement (OccuLogix, Inc.)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”)effected, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the each Holder shall thereafter continue to 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share shares of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, reasonably deemed by both the Board of Directors of the Company and Holders representing at least a majority of the Warrant Shares issuable upon exercise of all Warrants issued in the same offering as this Warrant to be satisfactory in form and substance, such affirmative assessment not to be unreasonably withheld, the obligation to deliver to the Holderholder of the Warrant, at the last address of the Holder such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder such holder may be entitled to purchase, and the other obligations of the Company under this Warrant. The provisions of this Section 8(b) section shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. If the Company, each in spite of using its best efforts, is unable to cause this Warrant to continue in full force and effect until the Expiration Date in connection with any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which transactions 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, then the Company shall also constitute a Fundamental Transactionpay the Holder an amount calculated in accordance with the Black-Scholes Option Pricing formula set forth in the appendix hereto.
Appears in 2 contracts
Sources: Warrant Agreement (Spectrum Pharmaceuticals Inc), Warrant Agreement (Spectrum Pharmaceuticals Inc)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Energous Corp), Securities Agreement (Concur Technologies Inc)
Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with another corporationthe provisions of this Section 4(b), or saleincluding agreements, transfer or other disposition of all or substantially all if necessary, to deliver to the Holder in exchange for this Warrant a security of the Company’s assets Successor Entity evidenced by a written instrument substantially similar in form and substance to another corporation shall be effected (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 including, without limitation, which is exercisable for a corresponding number of 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 capital stock equivalent to the number shares of Warrant Shares immediately theretofore issuable Common Stock acquirable and receivable upon exercise of this Warrant (without regard or giving effect to any limitation in Section 3(e) limitations on the exercise of this Warrant), had ) prior to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken placeFundamental Transaction, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon an exercise price which applies the exercise thereof (without regard or giving effect price hereunder to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, securities or assets as, in accordance with such adjustments to the foregoing provisionsnumber of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, the Holder may Successor Entity shall succeed to, and be entitled to purchasesubstituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or Warrant and the other dispositions, each of which transactions shall also constitute a Fundamental TransactionTransaction Documents with the same effect as if such Successor Entity had been named as the Company herein.
Appears in 2 contracts
Sources: Security Agreement (INVO Bioscience, Inc.), Security Agreement (INVO Bioscience, Inc.)
Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions or (iii) there shall occur any merger of another Person into the Company’s assets to another corporation shall be effected Company whereby the Common Stock is cancelled, converted or reclassified into or exchanged for other securities, cash or property (all in any such transactions being hereinafter referred to case, a "Fundamental Transaction"), then, as a “condition to the consummation of such Fundamental Transaction”), then the Company shall ensure that lawful (or, in the case of any Fundamental Transaction in which the Company is not the surviving entity, the Company shall take all reasonable steps to cause such other Person to) execute and adequate provision deliver to each Holder of Warrants a written instrument providing that:
(I) so long as any Warrant remains outstanding on such terms and subject to such conditions as shall be made whereby nearly equivalent as may be practicable to the Holder shall thereafter have the right to purchase and receive provisions set forth in this Warrant, each Warrant, upon the basis and upon exercise thereof at any time on or after the terms and conditions herein specified and consummation of such Fundamental Transaction, shall be exercisable into, in lieu of the Warrant Shares immediately theretofore Common Stock issuable upon such exercise of this Warrantprior to such consummation, such shares of stock, the securities or assets as other property (the "Substituted Property") that would have been issuable or payable received in connection with respect to or in exchange for such Fundamental Transaction by a number holder of Warrant Shares equal to the number of shares of Common Stock into which such Warrant Shares was exercisable immediately theretofore issuable upon prior to such Fundamental Transaction, assuming such holder of Common Stock:
(A) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an Affiliate of a Constituent Person; and
(B) failed to exercise such Holder's rights of election, if any, as to the kind or amount of securities, cash and other property receivable in connection with such Fundamental Transaction (PROVIDED, HOWEVER, that if the kind or amount of securities, cash or other property receivable in connection with such Fundamental Transaction is not the same for each share of Common Stock held immediately prior to such Fundamental Transaction by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (a "Non-Electing Share"), then, for the purposes of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant9(f), had the kind and amount of securities, cash and other property receivable in connection with such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision Fundamental Transaction by each Non-Electing Share shall be made with respect deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares); and
(II) the rights and interests obligations of the Holder to Company (or, in the end that event of a transaction in which the provisions hereof (includingCompany is not the surviving Person, without limitation, provision for adjustment such other Person) and the Holders in respect of the Exercise Price) Substituted Property shall thereafter be applicable, as nearly equivalent as may be practicable to the rights and obligations of the Company and Holders in relation respect of Common Stock hereunder. Such written instrument shall provide for adjustments that, for events subsequent to any share the effective date of stocksuch written instrument, securities or assets thereafter deliverable upon shall be as nearly equivalent as may be practicable to the exercise thereof (without regard or giving effect to any limitation adjustments provided for in Section 3(e) on the exercise of this Warrant)9 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 Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The above provisions of this Section 8(b9(f) shall similarly apply to successive reorganizationsFundamental Transactions. Notwithstanding the foregoing, reclassificationsin the event of a Dilutive Fundamental Transaction, consolidationsat the request of the Holder delivered before the 90th day after the effective date of such Dilutive Fundamental Transaction, mergersthe Company (or successor entity) shall purchase this Warrant from the Holder by paying to the Holder, saleswithin five business days after such request, transfers or other dispositionscash in an amount equal to the value of the remaining unexercised portion of this Warrant on the effective date of such Dilutive Fundamental Transaction, each which value shall be determined by use of the Black-Scholes option pricing model, where the volatility input shall not be greater than 50%. For purposes of this section, a "Dilutive Fundamental Transaction" is a Fundamental Transaction in which transactions shall also constitute a the aggregate proceeds to the Holder, had the Holder exercised the then-unexercised portion of this Warrant in full immediately prior to the effective date of such Fundamental Transaction, is less than the aggregate Exercise Price of the Warrant with respect to the then-unexercised portion of this Warrant immediately prior to the effectiveness of such Fundamental Transaction.
Appears in 2 contracts
Sources: Warrant Agreement (Aslahan Enterprises Ltd.), Security Agreement (RedRoller Holdings, Inc.)
Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant and the other Transaction Documents in accordance with another corporationthe provisions of this Section (4)(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, or sale, transfer or other disposition of all or substantially all including agreements to deliver to each holder of the Company’s assets to another corporation shall be effected (all Warrants in exchange for such transactions being hereinafter referred to as Warrants a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu security of the Warrant Shares immediately theretofore issuable upon exercise of Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, such shares of stockincluding, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of Warrant Shares immediately theretofore issuable shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard or giving effect to any limitation in Section 3(e) limitations on the exercise of this Warrant), had ) prior to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken placeFundamental Transaction, and in any such case appropriate provision shall be made with respect reasonably satisfactory to the rights and interests Required Holders. Upon the occurrence of the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisionsFundamental Transaction, the Holder may be entitled to purchaseSuccessor Entity shall succeed to, and be substituted for (so that from and after the other obligations under this Warrant. The date of such Fundamental Transaction, the provisions of this Section 8(b) Warrant referring to the “Company” shall similarly apply refer instead to successive reorganizationsthe Successor Entity), reclassifications, consolidations, mergers, sales, transfers or other dispositions, each and may exercise every right and power of which transactions the Company and shall also constitute a Fundamental Transaction.assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity
Appears in 2 contracts
Sources: Employment Agreement (Growlife, Inc.), Employment Agreement (Growlife, Inc.)
Fundamental Transactions. If If, at any capital reorganization, reclassification of time while this Warrant is outstanding (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or salein which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, transfer or other disposition (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (all such transactions being hereinafter referred iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to as which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 receive, upon exercise of this Warrant, such shares the same amount and kind of stocksecurities, securities cash or assets property as it would have been issuable or payable with respect entitled to or in exchange for a number receive upon the occurrence of Warrant Shares equal such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant“Alternate Consideration”). The Company shall not effect any such consolidation, merger, sale, transfer or other disposition Fundamental Transaction unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than to the Company) resulting from such consolidation or merger, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(bparagraph 9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which subsequent transactions shall also constitute analogous to a Fundamental Transaction.
Appears in 1 contract
Sources: Restructuring Agreement (Emisphere Technologies Inc)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationentity in which the Company is not the survivor or the stockholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity immediately after such transaction, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation entity shall be effected (all any such transactions transaction being hereinafter referred to as a “Fundamental Transaction”), then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby the Holder 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 Exercise 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 Exercise Shares equal to the number of Warrant Exercise Shares immediately theretofore issuable upon exercise of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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 entity (if other than the Company) resulting from such consolidation or merger, or the corporation entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) 6 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 1 contract
Sources: Securities Purchase Agreement (Jazz Pharmaceuticals Inc)
Fundamental Transactions. If any capital reorganization, of the following transactions shall occur: (i) a reorganization or reclassification of the capital stock of the Company, (ii) a consolidation or merger of the Company with another corporationentity in which the Company is not the survivor, or the stockholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity immediately after such transaction, or (iii) any sale, transfer or other disposition of all or substantially all of the Company’s 's assets to another corporation shall be effected entity (all any such transactions transaction being hereinafter referred to as a “"Fundamental Transaction”"), then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby the Holder any such Warrant holder 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 any such 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 (without regard or giving effect to any limitation in Section 3(e) on the exercise of this such Warrant), had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition Fundamental Transaction not taken place, and in any such case case, appropriate provision shall be made with respect to the rights and interests of the Holder any such Warrant holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition Fundamental Transaction unless prior to or simultaneously with the consummation thereof thereof, the successor corporation entity (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 Fundamental Transaction shall assume the obligation to deliver to the Holderany such Warrant holder, at the last address of the Holder any such Warrant holder appearing on the books of the CompanyWarrant Register, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder provisions that any such Warrant holder may be entitled to purchase, and the other obligations of the Company under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionWarrant Agreement.
Appears in 1 contract
Sources: Common Stock Warrant Agreement (Hawaiian Telcom Holdco, Inc.)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or
Appears in 1 contract
Sources: Securities Agreement (Iomai Corp)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 1 contract
Sources: Securities Agreement (Molecular Insight Pharmaceuticals, Inc.)
Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the capital stock of the Company, consolidation or merger obligations of the Company under this Underwriter Warrant in accordance with another corporationthe provisions of this Section 9(c). Upon the occurrence of any Fundamental Transaction, or salethe Successor Entity shall succeed to, transfer or other disposition and be substituted for (so that from and after the date of all or substantially such Fundamental Transaction, the provisions of this Underwriter Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the Company’s assets obligations of the Company under this Underwriter Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to another corporation the Holder confirmation that there shall be effected (all such transactions being hereinafter referred to as a “issued upon exercise of this Underwriter Warrant at any time after the consummation of the Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of this Warrantthe Warrant prior to such Fundamental Transaction, such shares the same amount and kind of stocksecurities, securities cash or assets property as the Holder would have been issuable or payable with respect entitled to or in exchange for a number receive upon the occurrence of such Fundamental Transaction had this Underwriter Warrant Shares equal been exercised immediately prior to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicableFundamental Transaction, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, adjusted in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under provisions of this Underwriter Warrant. The provisions of this Section 8(b9(c) shall apply similarly apply and equally to successive reorganizationsFundamental Transactions and shall be applied without regard to any limitations on the exercise of this Underwriter Warrant. For purposes hereof, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions the following terms shall also constitute a Fundamental Transaction.have the following meanings:
Appears in 1 contract
Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant in accordance with another corporationthe provisions of this Section 4(d) pursuant to written agreements, or sale, transfer or other disposition of all or substantially all including agreements confirming the obligations of the Company’s assets Successor Entity as set forth in this paragraph (d) and elsewhere in this Warrant and an obligation to another corporation shall be effected (all such transactions being hereinafter referred deliver to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu exchange for this Warrant a security of the Warrant Shares immediately theretofore issuable upon exercise of Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, such including, without limitation, which is exercisable for a corresponding number of 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 capital stock equivalent to the number shares of Warrant Shares immediately theretofore issuable Cumulative Capital Securities acquirable and receivable upon exercise of this Warrant (without regard or giving effect to any limitation limitations on the exercise of this Warrant) prior to such Fundamental Transaction. Notwithstanding the foregoing, at the election of the Holder upon exercise of this Warrant following a Fundamental Transaction, the Successor Entity shall deliver to the Holder, in lieu of the shares of Cumulative Capital Securities (or other securities, cash, assets or other property (except such items still issuable under Section 3(e4(c) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of Cumulative Capital Securities (or its equivalent) of the Successor Entity, or other securities, cash, assets or other property, which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 1 contract
Sources: Cumulative Capital Securities Purchase Warrant (Air T Inc)
Fundamental Transactions. If If, at any time while this Warrant is outstanding, any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”)effected, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the each Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Exercise Shares immediately theretofore issuable upon exercise of this the Warrant, such shares of stockstock in the surviving or acquiring corporation (“Acquirer”), securities or assets as would have been issuable or payable with respect the case may be, such that the value of the option to or in exchange for a purchase such number of Warrant Shares equal shares, as determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A) hereto, is equivalent to the number lesser of Warrant Shares immediately theretofore issuable upon exercise (i) the value of this Warrant to purchase the Exercise Shares, as determined in accordance with the Black-Scholes Option Pricing formula in Appendix (without regard B) hereto or giving effect to any limitation (ii) 125% of the Built-in Section 3(eGain, as long as the Built-in-Gain is at least 50% of the strike price, as determined in accordance with Appendix (C) on the exercise of this Warrant)hereto. Moreover, 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 the each Holder to the end that the provisions hereof (including, without limitation, provision provisions for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share shares of stock, securities or assets stock thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, the obligation to deliver to the Holderholder of the Warrant, at the last address of the Holder such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder such holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) section shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. If the Company, each in spite of using its best efforts, is unable to cause this Warrant to continue in full force and effect until the expiration date of the Warrant in connection with any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which transactions 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, then the Company shall also constitute a Fundamental Transactionpay the Holder in cash the lesser of (i) an amount calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto or (ii) 125% of the Built-in Gain, as long as the Built-in-Gain is at least 50% of the strike price, as determined in accordance with Appendix (C) hereto.
Appears in 1 contract
Sources: Warrant Agreement (Solexa, Inc.)
Fundamental Transactions. If If, at any capital reorganization, reclassification of time while this Warrant is outstanding (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or salein which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, transfer or other disposition (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (all such transactions being hereinafter referred iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to as which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 receive, upon exercise of this Warrant, such shares the same amount and kind of stocksecurities, securities cash or assets property as it would have been issuable or payable with respect entitled to or in exchange for a number receive upon the occurrence of Warrant Shares equal such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant“Alternate Consideration”). The Company shall not effect any such consolidation, merger, sale, transfer or other disposition Fundamental Transaction unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than to the Company) resulting from such consolidation or merger, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(bparagraph (c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which subsequent transactions shall also constitute analogous to a Fundamental Transaction.
Appears in 1 contract
Sources: Restructuring Agreement (Emisphere Technologies Inc)
Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of the capital stock of the Company, Company effects a “Fundamental Transaction” (defined as (i) any merger or consolidation or merger of the Company with or into another corporationPerson, or saleincluding, transfer or other disposition for avoidance of doubt, the Merger (as defined in the Purchase Agreement), (ii) any sale of all or substantially all of the Company’s assets to another corporation shall be effected (all such transactions being hereinafter referred to and its subsidiaries’ assets, taken as a “Fundamental Transaction”whole, (iii) any reclassification of the Common Stock (other than a change to par value, or from par value to no par value or changes resulting from a combination or subdivision), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu or (iv) any statutory exchange of the Warrant Shares immediately theretofore issuable outstanding shares of Common Stock, as a result of which, the holders of the Common Stock would be entitled to receive, or their Common Stock would be converted into, or exchanged for, shares, stock, other securities, or other property or assets (including cash or any combination thereof)), then, to the extent then permitted under applicable laws, rules and regulations (including the rules of the Nasdaq Stock Market or any exchange on which the Common Stock is then listed), upon any subsequent exercise of this Warrant, such shares of stockthe Holder shall have the right to receive, securities or assets as for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash, assets or payable with respect property as it would have been entitled to or in exchange for a number receive upon the occurrence of Warrant Shares equal such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (without regard or giving effect to any limitation limitations on exercise contained herein (the “Alternate Consideration”). Except for the Merger (as defined in Section 3(ethe Purchase Agreement) on the 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 pursuant to the rights and interests of Merger Agreement (as defined in the Holder to Purchase Agreement, the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). The Company shall not effect any such consolidation, merger, sale, transfer or other disposition Fundamental Transaction unless prior to or simultaneously with the consummation thereof thereof, any successor to the successor corporation (if other than the Company) resulting from such consolidation Company or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or surviving entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchasereceive, and the other obligations under this Warrant. The provisions of this Section 8(b9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each subsequent transactions analogous of which transactions shall also constitute a Fundamental TransactionTransaction type.
Appears in 1 contract
Sources: Subscription Agreement (Magenta Therapeutics, Inc.)
Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (1) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (all 4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such transactions being hereinafter referred to as case, a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to either (A) 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 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 this Warrant (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant), had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as(including cash) thereafter deliverable upon the exercise thereof or (B) require the repurchase of this Warrant for a purchase price, payable in accordance cash within five Trading Days after such request, equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionSection.
Appears in 1 contract
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market, then the Company (or any such successor or surviving entity) will redeem this Warrant from the Holder for a purchase price, payable in cash on the closing date of such Fundamental Transaction, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the closing date of such Fundamental Transaction, provided that the per share consideration to be received by the holders of Common Stock upon the consummation of such Fundamental Transaction is less than the Exercise Price. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date and (ii) an expected volatility equal to the lesser of (x) 70 - or (y) 100 - day volatility obtained from the HVT function on Bloomberg.
Appears in 1 contract
Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of more than 50.1% of the outstanding Common Stock tender or exchange their shares for other securities, cash or property, (all iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above), or (v) there is a Change of Control (in any such transactions being hereinafter referred to as case, a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 receive, upon exercise of this Warrant, such shares the same amount and kind of stocksecurities, securities cash or assets property as it would have been issuable or payable with respect entitled to or in exchange for a number receive upon the occurrence of Warrant Shares equal such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant (without regard or giving effect to any limitation in Section 3(e) on following such Fundamental Transaction. In the exercise event 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction., the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that:
Appears in 1 contract
Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant and the other Transaction Documents in accordance with another corporation, or sale, transfer or other disposition the provisions of all or substantially all this Section 3(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction. Upon consummation of the Company’s assets Fundamental Transaction, the Successor Entity shall deliver to another corporation the holder of this Warrant in exchange therefor, a warrant substantially identical in form and substance to this Warrant, except that there shall be effected (all issuable upon exercise of such transactions being hereinafter referred warrant at any time after the consummation of the Fundamental Transaction but prior to as a “Fundamental Transaction”)the Expiration Date, then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrantthe Warrant prior to such Fundamental Transaction, such shares of stock, securities securities, cash, assets or assets as any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been issuable or payable entitled to receive upon the happening of such Fundamental Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction, as adjusted in accordance with respect the provisions of this Warrant. Provisions made pursuant to or this Section shall be in exchange for a number of Warrant Shares equal form and substance reasonably satisfactory to the number of Warrant Shares immediately theretofore issuable upon exercise Required Holders. The provisions of this Warrant (Section shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard or giving effect to any limitation in Section 3(e) limitations on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 1 contract
Sources: Securities Purchase Agreement (Natural Health Trends Corp)
Fundamental Transactions. If any capital reorganization, reclassification (i) The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant in accordance with another corporationthe provisions of this Section 9(c). Upon the occurrence of any Fundamental Transaction, or salethe Successor Entity shall succeed to, transfer or other disposition and be substituted for (so that from and after the date of all or substantially such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the Company’s assets obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to another corporation the Holder confirmation that there shall be effected (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock (without regard or giving effect to any limitation in Section 3(eother securities, cash, assets or other property) on issuable upon the exercise of this Warrant)the Warrant prior to such Fundamental Transaction, had such reorganizationthe same amount and kind of securities, reclassification, consolidation, merger, sale, transfer cash or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of property as the Holder would have been entitled to receive upon the end that the provisions hereof (including, without limitation, provision for adjustment occurrence of the Exercise Price) shall thereafter be applicablesuch Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant). 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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, adjusted in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under provisions of this Warrant. The provisions of this Section 8(b9(c) shall apply similarly apply and equally to successive reorganizationsFundamental Transactions and shall be applied without regard to any limitations on the exercise of this Warrant.
(ii) In addition to the definitions set forth in this Warrant and the Purchase Agreement, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each for purposes of which transactions shall also constitute a Fundamental Transaction.this Section 9(c):
Appears in 1 contract
Sources: Securities Purchase Agreement (Mri Interventions, Inc.)
Fundamental Transactions. If any capital reorganization, reclassification of the share capital stock of the Company, consolidation or merger of the Company with another corporationentity in which the Company is not the survivor or the shareholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity immediately after such transaction, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation entity shall be effected (all any such transactions transaction being hereinafter referred to as a “Fundamental Transaction”), then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby the Holder 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 Exercise 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 Exercise Shares equal to the number of Warrant Exercise Shares immediately theretofore issuable upon exercise of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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 entity (if other than the Company) resulting from such consolidation or merger, or the corporation entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b) 6 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 1 contract
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation 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 (all such transactions being hereinafter referred to as a “Fundamental Transaction”), then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 8(b9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market, then the Company (or any such successor or surviving entity) will redeem this Warrant from the Holder for a purchase price, payable in cash on the closing date of such Fundamental Transaction, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the closing date of such Fundamental Transaction, provided that the per share consideration to be received by the holders of Common Stock upon the consummation of such Fundamental Transaction is less than the Exercise Price. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date and (ii) an expected volatility equal to the lesser of (x) 60 or (y) 100 – day volatility obtained from the HVT function on Bloomberg, provided however, the expected volatility used to calculate such value shall not exceed sixty (60%) percent.
Appears in 1 contract
Sources: Securities Agreement (Iomai Corp)
Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions or (iii) there shall occur any merger of another Person into the Company’s assets to another corporation shall be effected Company whereby the Common Stock is cancelled, converted or reclassified into or exchanged for other securities, cash or property (all in any such transactions being hereinafter referred to as case, a “Fundamental Transaction”), then then, as a condition to the consummation of such Fundamental Transaction, the Company shall ensure that lawful (or, in the case of any Fundamental Transaction in which the Company is not the surviving entity, the Company shall take all reasonable steps to cause such other Person to) execute and adequate provision deliver to each Holder of Warrants a written instrument providing that:
(i) so long as any Warrant remains outstanding on such terms and subject to such conditions as shall be made whereby nearly equivalent as may be practicable to the Holder shall thereafter have the right to purchase and receive provisions set forth in this Warrant, each Warrant, upon the basis and upon exercise thereof at any time on or after the terms and conditions herein specified and consummation of such Fundamental Transaction, shall be exercisable into, in lieu of the Warrant Shares immediately theretofore Common Stock issuable upon such exercise of this Warrantprior to such consummation, such shares of stock, the securities or assets as other property (the “Substituted Property”) that would have been issuable or payable received in connection with respect to or in exchange for such Fundamental Transaction by a number holder of Warrant Shares equal to the number of shares of Common Stock into which such Warrant Shares was exercisable immediately theretofore issuable upon prior to such Fundamental Transaction, assuming such holder of Common Stock:
(A) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person; and
(B) failed to exercise such Holder’s rights of election, if any, as to the kind or amount of securities, cash and other property receivable in connection with such Fundamental Transaction (provided, however, that if the kind or amount of securities, cash or other property receivable in connection with such Fundamental Transaction is not the same for each share of Common Stock held immediately prior to such Fundamental Transaction by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (a “Non-Electing Share”), then, for the purposes of this Warrant (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant9(f), had the kind and amount of securities, cash and other property receivable in connection with such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision Fundamental Transaction by each Non-Electing Share shall be made with respect deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares); and
(ii) the rights and interests obligations of the Holder to Company (or, in the end that event of a transaction in which the provisions hereof (includingCompany is not the surviving Person, without limitation, provision for adjustment such other Person) and the Holders in respect of the Exercise Price) Substituted Property shall thereafter be applicable, as nearly equivalent as may be practicable to the rights and obligations of the Company and Holders in relation respect of Common Stock hereunder. Such written instrument shall provide for adjustments that, for events subsequent to any share the effective date of stocksuch written instrument, securities or assets thereafter deliverable upon shall be as nearly equivalent as may be practicable to the exercise thereof (without regard or giving effect to any limitation adjustments provided for in Section 3(e) on the exercise of this Warrant)9 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 Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The above provisions of this Section 8(b9(f) shall similarly apply to successive reorganizationsFundamental Transactions. Notwithstanding the foregoing, reclassificationsin the event of a Dilutive Fundamental Transaction, consolidationsat the request of the Holder delivered before the 90th day after the effective date of such Dilutive Fundamental Transaction, mergersthe Company (or successor entity) shall purchase this Warrant from the Holder by paying to the Holder, saleswithin five business days after such request, transfers or other dispositionscash in an amount equal to the value of the remaining unexercised portion of this Warrant on the effective date of such Dilutive Fundamental Transaction, each which value shall be determined by use of the Black-Scholes option pricing model, where the volatility input shall not be greater than 50%. For purposes of this section, a “Dilutive Fundamental Transaction” is a Fundamental Transaction in which transactions shall also constitute a the aggregate proceeds to the Holder, had the Holder exercised the then-unexercised portion of this Warrant in full immediately prior to the effective date of such Fundamental Transaction, is less than the aggregate Exercise Price of the Warrant with respect to the then-unexercised portion of this Warrant immediately prior to the effectiveness of such Fundamental Transaction.
Appears in 1 contract
Sources: Warrant Agreement (Morlex Inc /Co)
Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another entity in which the Company is not the surviving corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation entity shall be effected (all any such transactions transaction being hereinafter referred to as a “Fundamental Transaction”), then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder 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 (without regard or giving effect to any limitation in Section 3(e) on the 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 the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof (without regard or giving effect to any limitation in Section 3(e) on the exercise of this Warrant)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 entity (if other than the Company) resulting from such consolidation or merger, or the corporation entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. Notice of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than twenty (20) days prior to such event. The provisions of this Section 8(b) 6 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction.
Appears in 1 contract
Sources: Placement Agency Agreement (Amicus Therapeutics Inc)