Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire Common Stock; (2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof; (3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Holiday Rv Superstores Inc), Securities Purchase Agreement (Holiday Rv Superstores Inc), Securities Purchase Agreement (Holiday Rv Superstores Inc)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not at the time exercisableexercisable immediately following such issuance), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeableexchangeable immediately following such issuance), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisableexercisable immediately following such issuance):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights were are first issued and for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (Ax) and (By) above), if any, received by the Company upon the issuance of such options, warrant warrants or other rights plus the maximum aggregate amount of additional consideration (set forth purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to for the shares of Common Stock covered thereby (if the purchase or acquire price per share of Common StockStock is expressed as a range, the purchase price per share for purposes of this subparagraph (z)
(1) shall be the average of such range of prices);
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, thereto shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights were are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (x) and the subsequent conversion or exchange thereof(y) above);
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Warrant Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Warrant Price shall have been adjusted upon the issuance thereofsuch securities being issued or becoming exercisable, the Exercise convertible or exchangeable, such Warrant Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Warrant Price and the number of Exercise Shares shall have been adjusted upon the issuance of any when such options, warrants, warrants or other rights were first issued or such convertible or exchangeable securitiessecurities were first issued, no further adjustment of the Exercise Warrant Price and the number of Exercise Shares shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 3 contracts
Sources: Warrant Agreement (Brantley Capital Corp), Warrant Agreement (Waterlink Inc), Warrant Agreement (Waterlink Inc)
Options and Convertible Securities. In the case of the issuance of of: (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), ; (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) ); or options, warrants or rights to purchase such convertible Participating or exchangeable securities (whether or not at the time exercisable):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company Corporation upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, securities or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company Corporation upon the conversion or exchange of such securities, securities or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company Corporation upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise applicable Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, change or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise applicable Conversion Price shall have been adjusted upon the issuance thereof, the Exercise that Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, rights or upon the conversion or of exchange of such convertible Participating or exchangeable securities; and
(5) if the Exercise applicable Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the that actual issuance of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the applicable Conversion Price shall be made pursuant to subclauses (1) or (2) of this subclause (C).
Appears in 2 contracts
Sources: Investment Agreement (O'Gara Group, Inc.), Investment and Recapitalization Agreement (O'Gara Group, Inc.)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) (but any adjustment pursuant to this provision shall be made only to the extent any adjustment shall have not been made pursuant to Section 6(f)(iv)(D)), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (z) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):),
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the shares of Common Stock;Stock covered thereby,
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;,
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, exchange (but not limited to, a excluding any change resulting solely from the operation of the anti-dilution provisions thereofthereof if, and only if, such anti-dilution provisions would not require an adjustment to the exercise price or conversion price thereof in the event of any change to the Conversion Price pursuant to the provisions of this Section 6), the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;,
(4) on the expiration or cancellation of any such options, warrants or rightsrights that are unexercised, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; securities and
(5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, securities no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 2 contracts
Sources: Restructuring Agreement (TPG Advisors Ii Inc), Restructuring Agreement (Cypress Group LLC)
Options and Convertible Securities. In If, after the case of Issuance Date, the issuance of (i) Company shall grant any options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) or issue any securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or and the consideration per share for which Common Stock may at any time thereafter be issuable pursuant to such options, warrants or other rights or pursuant to purchase the terms of such convertible or exchangeable securities (whether or not at shall be less than the time exercisable):Trigger Price, then:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed considered to have been issued at the time such options, warrants or rights were issued granted and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) "a" and (B) above"b" of this clause "1"), if any, received by the Company upon the issuance of such options, warrant or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise grant of such options, warrants or other rights to plus the minimum purchase price provided for in such options, warrants or acquire rights for the Common StockStock covered thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed considered to have been issued at the time such securities were issued or such options, warrants or rights were issued granted and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in subclauses "a" and the subsequent conversion or exchange thereof"b" of this clause "1");
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion of or exchange of for such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Series B Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Series B Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance grant of such options, warrants or rights not exercised prior to such change, or the issuance of such convertible or exchangeable securities not converted or exchanged prior to such change, upon on the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Series B Conversion Price shall have been adjusted upon the grant or issuance thereof, then the Exercise Series B Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Series B Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the grant or issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Series B Conversion Price and the number of Exercise Shares shall have been adjusted upon the grant or issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Series B Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the Series B Conversion Price shall be made pursuant to subclauses "1", "2" or "3"of this subclause "c".
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):) other than Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Sources: Warrant Agreement (Acr Group Inc)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock Shares (whether or not at the time exercisableexercisable immediately following such issuance), other than 875,000 Common Shares, as equitably adjusted, to be reserved for issuance under an equity incentive or similar plan of the Company, (iiy) securities by their terms convertible into Common Shares or exchangeable for Common Stock Shares immediately following such issuance, or (whether or not at the time so convertible or exchangeablez) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisableexercisable immediately following such issuance):
(1) the aggregate maximum number of shares of Common Stock Shares deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock Shares shall be deemed to have been issued at the time such options, warrants or other rights were issued become exercisable and for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or other rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockShares covered thereby;
(2) the aggregate maximum number of shares of Common Stock Shares deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued become convertible or exchangeable or such options, warrants or other rights were issued become exercisable and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (A) and the subsequent conversion or exchange thereof(B) above);
(3) on any change in the number of shares of Common Stock Shares deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the antiany subdivision, split-dilution provisions up, combination or reclassification thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereofsuch becoming exercisable, the Exercise convertible or exchangeable, such Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be he readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, warrants or other rights becoming exercisable or securities becoming convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock Shares actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, warrants or other rights becoming exercisable or such convertible or exchangeable securitiessecurities becoming convertible or exchangeable, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock Shares upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire Common Stock;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Sources: Secured Promissory Note (Holiday Rv Superstores Inc)
Options and Convertible Securities. In the case of the issuance ---------------------------------- of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-anti- dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Sources: Exchange Agreement (Tuboscope Vetco International Corp)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable, or (z) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock as defined in Section 5.1.5(b) below:
(1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (ASections 5.1.5(a)(i) and (Bii) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, consideration if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), Sections 5.1.5(a)(i) and (C)(1), ii) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.exchangeable
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Harris James T)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) (but any adjustment pursuant to this provision shall be made only to the extent any adjustment shall not have been made pursuant to Section 6(f)(iv)(D)), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (z) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):),
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the shares of Common Stock;Stock covered thereby,
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;, Series I Preferred Stock
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, exchange (but not limited to, a excluding any change resulting solely from the operation of the anti-dilution provisions thereofthereof if, and only if, such anti-dilution provisions would not require an adjustment to the exercise price or conversion price thereof in the event of any change to the Conversion Price pursuant to the provisions of this Section 6), the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;,
(4) on the expiration or cancellation of any such options, warrants or rightsrights that are unexercised, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; securities and
(5) if the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, securities no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not at the time exercisableexercisable immediately following such issuance), (ii) securities by their terms convertible into or exchangeable for shares Common Stock (whether or not at the time so convertible or exchangeableexchangeable immediately following such issuance), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisableexercisable immediately following such issuance):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights were are first issued and for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (Ax) and (By) above), if any, received by the Company upon the issuance issuance
(1) shall be the average of such options, warrant or rights plus the maximum aggregate amount range of additional consideration (set forth in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire Common Stockprices);
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, thereto shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights were are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (x) and the subsequent conversion or exchange thereof(y) above);
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Warrant Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an such adjustment been made upon the original issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Warrant Price shall have been adjusted upon the issuance thereofsuch securities being issued or becoming exercisable, the Exercise convertible or exchangeable, such Warrant Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Warrant Price and the number of Exercise Shares shall have been adjusted upon the issuance of any when such options, warrants, warrants or other rights were first issued or such convertible or exchangeable securitiessecurities were first issued, no further adjustment of the Exercise Warrant Price and the number of Exercise Shares shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Sources: Warrant Agreement (Waterlink Inc)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):
(1) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company Corporation upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company Corporation for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company Corporation upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution antidilution provisions thereof, the Exercise Variable Conversion Rate or Maximum Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Variable Conversion Rate or Maximum Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on On the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if If the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; (provided, however, that no increase in the Conversion Price shall be made pursuant to subclauses (1) and (2) of this subclause (C)).
Appears in 1 contract
Options and Convertible Securities. In case, at any time, the case of the issuance of Company shall issue any (ia) options, warrants or other rights to purchase or acquire Common Stock other than Excluded Stock (whether or not at the time exercisable), (iib) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeableexercisable) or (c) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), the Exercise Price in effect immediately prior to each such issuance shall immediately (except as provided below) be reduced to the lower of the prices determined in accordance with subparagraph (A) and (B) of Section 3.1(a)(i) and the following:
(1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses subparagraph (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in subparagraph (A) and the subsequent conversion or exchange thereof(B) above);
(3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or of conversion or of exchange of for such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution antidilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon on the basis of such change;
(4D) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5E) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the initial Exercise Price shall be made pursuant to this Section 3.1(a)(ii) (except as necessary to reverse a decrease in the Exercise Price under the circumstances described in subparagraph (ii)(D)).
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance ---------------------------------- of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Sources: Subscription Agreement (Tuboscope Vetco International Corp)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):
(1i) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) Subsections 2.8.1.1 and (B) 2.8.1.2 above), if any, received by the Company Borrower upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2ii) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company Borrower for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), Sections 2.8.1.1 and (C)(1), above2.8.1.2), if any, to be received by the Company Borrower upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3iii) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company Borrower upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4iv) on On the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5v) if If the Exercise Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; (provided, however, that no increase in the Conversion Price shall be made pursuant to subclauses (i) and (ii) of this Section 2.8.1.3.
Appears in 1 contract
Sources: Loan Agreement (Univec Inc)
Options and Convertible Securities. In the case of the issuance of (ix) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (iiy) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable, or (z) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock as defined in Section 5.1.5(b) below:
(1A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (ASections 5.1.5(a)(i) and (Bii) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, consideration if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), Sections 5.1.5(a)(i) and (C)(1), ii) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4D) on the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Initial Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Initial Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Initial Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5E) if the Exercise Initial Conversion Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Conversion Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof. In addition to the adjustments set forth above, the Initial Conversion Price shall be immediately reduced on a PARI PASSU basis with the conversion, exercise, or strike price of any other derivative securities of the Company whether now outstanding or hereafter issued.
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Sources: Note and Warrant Purchase Agreement (Equalnet Holding Corp)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire shares of Common Stock (whether or not at the time exercisable)) other than Excluded Shares, (ii) securities by their terms convertible into or exchangeable for shares of Common Stock (whether or not at the time so convertible or exchangeable), or (iii) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire shares of Common Stock shall be deemed to have been issued at the time such options, warrants or other rights were issued and become exercisable for a consideration equal to the consideration (determined in the manner provided in subclauses clauses (Ax) and (By) above), if any, received by the Company upon the issuance of such options, warrant warrants or other rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the shares of Common StockStock covered thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such convertible or exchangeable securities were issued or such options, warrants or other rights were are first issued and for a consideration equal to the consideration, if any, received by the Company for any such convertible or exchangeable securities and related or options, warrants or other rights (excluding any cash received on account of accrued interest or accrued accumulated dividends), plus the additional consideration (determined in the manner provided in subclauses (A), (B), and (C)(1), above)consideration, if any, to be received by the Company upon the conversion or exchange of such securities, or upon securities and the exercise of any related options, warrants or other rights (the consideration in each case to purchase or acquire such convertible or exchangeable securities be determined in the manner provided in clauses (x) and the subsequent conversion or exchange thereof(y) above);
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or other rights which have become exercisable or conversion of or exchange of such convertible or exchangeable securities which have become convertible or exchangeable, or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, including but not limited to, a change resulting from the antiany subdivision, split-dilution provisions up combination or reclassification thereof, the Exercise Warrant Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an such adjustment been made upon the issuance of such options, warrants or other rights; provided, however, no adjustment shall be made with respect to such options, warrants or other rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or other rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Warrant Price shall have been adjusted upon the issuance thereofsuch securities being issued or becoming exercisable, the Exercise convertible or exchangeable, such Warrant Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Warrant Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or other rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Warrant Price and the number of Exercise Shares shall have been adjusted upon the issuance of any when such options, warrants, warrants or other rights were first issued or such convertible or exchangeable securitiessecurities were first issued, no further adjustment of the Exercise Warrant Price and the number of Exercise Shares shall be made for the actual issuance of shares of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Sources: Warrant Agreement (Athersys Inc /Oh)
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or (iii) options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):), other than in each case Excluded Stock:
(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants warrants, or rights were issued and for a consideration equal to the considerationconsidera- tion, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price and the number of Exercise Shares as then in effect shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on the expiration or cancellation of any such options, warrants or rights, rights or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Price shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
Appears in 1 contract
Options and Convertible Securities. In the case of the issuance of (i) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable), (ii) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):
(1) the The aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subclauses (A) and (B) above), if any, received by the Company upon the issuance of such options, warrant warrants or rights plus the maximum aggregate amount of additional consideration (set forth minimum purchase price provided in the instruments relating thereto, without regard to any provision contained therein for subsequent adjustments of such consideration) payable to the Company upon the exercise of such options, warrants or other rights to purchase or acquire for the Common StockStock covered thereby;
(2) the The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in subclauses (A), ) and (B), and (C)(1), ) above), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;
(3) on On any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, including, but not limited to, a change resulting from the anti-dilution antidilution provisions thereof, the Exercise Conversion Price and the number of Exercise Shares or Floor as then in effect shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares or Floor as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;
(4) on On the expiration or cancellation of any such options, warrants or rights, or the termination of the right to convert or exchange such convertible or exchangeable securities, if the Exercise Conversion Price shall have been adjusted upon the issuance thereof, the Exercise Conversion Price and the number of Exercise Shares and the number of Exercise Shares shall forthwith be readjusted to such Exercise Conversion Price and the number of Exercise Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and
(5) if the Exercise Price and the number of Exercise Shares shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Exercise Shares shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof.
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