Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. (a) In case any of the following shall occur while any Warrants are outstanding: (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or as covered by Section 10(a)), or (ii) any consolidation, merger or combination of the Company with or into another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or cash with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the property or assets of the Company as, or substantially as, an entirety to any other entity as a result of which holders of Common Stock shall be entitled to receive stock, other securities or cash with respect to or in exchange for such Common Stock, then the Company, or such successor corporation or transferee, as the case may be, shall make appropriate provision by amendment of this Agreement or by the successor corporation or transferee executing with the Warrant Agent an agreement so that the holders of the Warrants then outstanding shall have the right at any time thereafter, upon exercise of such Warrants (in lieu of the number of shares of Common Stock theretofore deliverable) to receive the kind and amount of securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance as would be received by a holder of the number of shares of Common Stock issuable upon exercise of such Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.If the holders of the Common Stock may elect from choices the kind or amount of securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance, then for the purpose of this Section 12 the kind and amount of securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance shall be deemed to be the choice specified by the holder of the Warrant, which specification shall be made by the holder of the Warrant by the later of (A) 20 calendar days after the holder of the Warrant is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or if no such information is required, 20 calendar days after the Company notified the holder of the Warrant of all material facts concerning such specification and (B) the last time at which holders of Common Stock are permitted to make their specification known to the Company. If the holder of the Warrant fails to make any specification, the holder’s choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or any other party to the reclassification, change, consolidation, merger, combination, sale or conveyance. Such adjusted Warrants shall provide for adjustments which, for events subsequent to the effective date of such new Warrants, shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The above provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances of the kind described above. (b) The Company shall instruct the Warrant Agent to mail by first class mail, postage prepaid, to each registered holder of a Warrant, written notice of the execution of any such amendment, supplement or agreement. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. The provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above.
Appears in 1 contract
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. (a) In the case of any of the following shall occur while any Warrants are outstanding: (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or as covered by Section 10(a)), or (ii) any consolidation, merger or combination consolidation of the Company with or merger of the Company into another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or cash with respect to or in exchange for such Common Stock, or (iii) the case of any sale or conveyance to another corporation of the property or assets of the Company as, as an entirety or substantially asas an entirety, an entirety to any other entity as a result of which holders of Common Stock shall be entitled to receive stocksuch successor or purchasing corporation may, other securities or cash or, with respect to or its obligations hereunder to the Warrant Agent, and in exchange for such Common Stock, then the Company, or such successor corporation or transferee, as the case may beaccordance with Section 24 hereof, shall make appropriate provision by amendment of this Agreement or by assume the successor corporation or transferee executing obligations hereunder, and may execute with the Warrant Agent Company an agreement so that the holders of the Warrants then outstanding each holder shall have the right at any time thereafter, thereafter upon payment of the Warrant Price in effect immediately prior to such transaction to purchase upon exercise of such Warrants (in lieu of the number of shares of Common Stock theretofore deliverable) to receive each Warrant the kind and amount of shares and other securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale property (including cash) which each holder would have owned or conveyance as would be received by a holder of have been entitled to receive after the number of shares of Common Stock issuable upon exercise happening of such Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.If the holders of the Common Stock may elect from choices the kind or amount of securities and cash receivable upon conveyance had such reclassification, change, consolidation, merger, combination, sale or conveyance, then for the purpose of this Section 12 the kind and amount of securities and cash receivable upon Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance shall be deemed to be the choice specified by the holder of the Warrant, which specification shall be made by the holder of the Warrant by the later of (A) 20 calendar days after the holder of the Warrant is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or if no such information is required, 20 calendar days after the Company notified the holder of the Warrant of all material facts concerning such specification and (B) the last time at which holders of Common Stock are permitted to make their specification known to the Companyaction. If the holder of the Warrant fails to make any specification, the holder’s choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or any other party to the reclassification, change, consolidation, merger, combination, sale or conveyance. Such adjusted Warrants shall provide for adjustments which, for events subsequent to the effective date of such new Warrants, shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The above provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances of the kind described above.
(b) The Company shall instruct the Warrant Agent to mail by first class mail, postage prepaid, to each registered holder of a Warrantholder, written notice of the execution of any such amendment, supplement or agreement. Any supplemented or amended Such agreement entered into by the successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. The provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances or conveyances. In the event that such successor corporation does not execute such an agreement with the Company as provided above, then each holder shall be entitled to exercise outstanding Warrants, during a period of at least 30 days, which period shall terminate at least 5 days prior to consummation of the kind described aboveconsolidation, merger, sale or conveyance, and thereby receive consideration in the transaction on the same basis as other previously outstanding shares of the same class as the Warrant Shares acquired upon exercise. The Company shall use its best efforts to qualify or register the Warrant Shares issued pursuant to this Paragraph (b) under the laws of the states in which the holders reside and under applicable federal securities laws where no exemption from registration or qualification is available. Warrants not exercised in accordance with this Paragraph (b) before consummation of the transaction will be canceled and become null and void. The Company shall mail by first class mail, postage prepaid, to each holder, at least 10 days prior to the first date on which the Warrants shall become exercisable, notice of the proposed transaction setting forth the first and last date on which the holder may exercise outstanding Warrants and a description of the terms of this Warrant providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date.
Appears in 1 contract
Sources: Warrant Agreement (Citizens Bancorp)
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. (a) In the case of any of the following shall occur while any Warrants are outstanding: (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or as covered by Section 10(a)), or (ii) any consolidation, merger or combination consolidation of the Company with or merger of the Company into another corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or cash with respect to or in exchange for such Common Stock, or (iii) the case of any sale or conveyance to another corporation of the property or assets of the Company as, as an entirety or substantially asas an entirety, an entirety to any other entity as a result of which holders of Common Stock shall be entitled to receive stocksuch successor or purchasing corporation may, other securities or cash or, with respect to or its obligations hereunder to the Warrant Agent, and in exchange for such Common Stock, then the Company, or such successor corporation or transferee, as the case may beaccordance with Section 24 hereof, shall make appropriate provision by amendment of this Agreement or by assume the successor corporation or transferee executing obligations hereunder, and may execute with the Warrant Agent Company an agreement so that the holders of the Warrants then outstanding each holder shall have the right at any time thereafter, thereafter upon payment of the Warrant Price in effect immediately prior to such transaction to purchase upon exercise of such Warrants (in lieu of the number of shares of Common Stock theretofore deliverable) to receive each Warrant the kind and amount of shares and other securities and cash receivable upon such reclassification, change, consolidation, merger, combination, sale property (including cash) which each holder would have owned or conveyance as would be received by a holder of have been entitled to receive after the number of shares of Common Stock issuable upon exercise happening of such Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.If the holders of the Common Stock may elect from choices the kind or amount of securities and cash receivable upon conveyance had such reclassification, change, consolidation, merger, combination, sale or conveyance, then for the purpose of this Section 12 the kind and amount of securities and cash receivable upon Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance shall be deemed to be the choice specified by the holder of the Warrant, which specification shall be made by the holder of the Warrant by the later of (A) 20 calendar days after the holder of the Warrant is provided with a final version of all information required by law or regulation to be furnished to holders of Common Stock concerning such choice, or if no such information is required, 20 calendar days after the Company notified the holder of the Warrant of all material facts concerning such specification and (B) the last time at which holders of Common Stock are permitted to make their specification known to the Companyaction. If the holder of the Warrant fails to make any specification, the holder’s choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or any other party to the reclassification, change, consolidation, merger, combination, sale or conveyance. Such adjusted Warrants shall provide for adjustments which, for events subsequent to the effective date of such new Warrants, shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The above provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances of the kind described above.
(b) The Company shall instruct the Warrant Agent to mail by first class mail, postage prepaid, to each registered holder of a Warranteach holder, written notice of the execution of any such amendment, supplement or agreement. Any supplemented or amended Such agreement entered into by the successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10 and this Section 12. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. The provisions of this Section 12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales or conveyances. In the event that such successor corporation does not execute such an agreement with the Company as provided above, and conveyances the Warrants are currently exercisable, then each holder shall be entitled to exercise outstanding Warrants, during a period of at least 30 days, which period shall terminate at least 5 days prior to consummation of the kind described aboveconsolidation, merger, sale or conveyance, and thereby receive consideration in the transaction on the same basis as other previously outstanding shares of the same class as the Warrant Shares acquired upon exercise. The Company shall use its best efforts to qualify or register the Warrant Shares issued pursuant to this Paragraph (b) under the laws of the states in which the holders reside and under applicable federal securities laws where no exemption from registration or qualification is available. Warrants not exercised in accordance with this Paragraph (b) before consummation of the transaction will be canceled and become null and void. The Company shall mail by first class mail, postage prepaid, to each holder, at least 10 days prior to the first date on which the Warrants shall become exercisable, notice of the proposed transaction setting forth the first and last date on which the holder may exercise outstanding Warrants and a description of the terms of this Warrant providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date.
Appears in 1 contract
Sources: Warrant Agreement (Citizens Bancorp)