Common use of Adjustment for Capital Reorganizations Clause in Contracts

Adjustment for Capital Reorganizations. If at any time there shall be a capital reorganization of the Company's Common Stock or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive, on exercise of this Warrant during the period specified in this Warrant and on payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment, as determined in good faith by the Board, shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of shares purchasable on exercise of this Warrant, but without any change in the aggregate Exercise Price) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other securities or property deliverable after that event on exercise of this Warrant.

Appears in 4 contracts

Samples: Warrant Agreement (J2 Communications /Ca/), Common Stock Purchase Warrant (National Lampoon Inc), Common Stock Warrant (J2 Communications /Ca/)

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Adjustment for Capital Reorganizations. If at any time there shall be a capital reorganization of the Company's Common Stock Company or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as part of such reorganization, merger, consolidation, or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive, receive on exercise of this Warrant during the period specified in this Warrant and on payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, consolidation, or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment, as determined in good faith by the BoardBoard of Directors of the Company, shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of shares purchasable on exercise of this Warrant, but without any change in the aggregate Exercise Price) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other securities or property deliverable after that event on exercise of this Warrant.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Gigabeam Corp), Note and Warrant Purchase Agreement (Gigabeam Corp)

Adjustment for Capital Reorganizations. If at any time there shall be a capital reorganization of the Company's Common Stock Stock, or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other personperson or entity, then, as part of such reorganization, merger, consolidation, consolidation or sale, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive, on exercise of this Warrant during the period specified in this Warrant and on payment of the Exercise Warrant Purchase Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant would have been entitled on such capital reorganization, merger, merger or consolidation, or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment, as determined in good faith by the BoardBoard of Directors of the Company, shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrant Holder of this Warrant after the reorganization, merger, consolidation, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the Exercise Warrant Purchase Price then in effect and the number of shares Warrant Shares purchasable on exercise of this Warrant, but without any change in the aggregate Exercise Warrant Purchase Price) shall be applicable after that event, as near as is reasonably may bepossible, in relation to any shares or other securities or property deliverable after that event on upon exercise of this Warrant.

Appears in 2 contracts

Samples: Preiss Byron Multimedia Co Inc, Preiss Byron Multimedia Co Inc

Adjustment for Capital Reorganizations. If at any time there shall be a capital reorganization or reclassification of the Company's Common Stock or a merger or consolidation of the Company with or into another corporationcorporation (other than a merger after which the Company is the continuing corporation and which does not result in any change of outstanding shares of Common Stock), or the sale or lease of all or substantially all of the Company's properties and assets as, or substantially as, an entirety to any other entity or person, then, as part of such reorganization, reclassification, merger, consolidation, sale or salelease, lawful the Company, as a condition precedent to such transaction, shall provide, or cause effective provision shall to be made so so, that the Holder of this Warrant Optionee shall thereafter be entitled to receive, receive on exercise of this Warrant Option during the exercise period specified in this Warrant Option and on upon payment of the Exercise Price then in effectexercise price of this Option, as adjusted to the extent required under (a) above, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock Shares deliverable on exercise of this Warrant Option would have been entitled on such capital reorganization, reclassification, merger, consolidation, consolidation or sale if this Warrant Option had been exercised immediately before that such capital reorganization, reclassification, merger, consolidation, sale or salelease. In any such case, appropriate adjustment, as determined in good faith by the BoardCompany's Board of Directors, shall be made in the application of the provisions of this Warrant Option with respect to the rights and interests of the Holder of this Warrant Optionee after the reorganization, reclassification, merger, consolidation, sale or sale lease to the end assure that the provisions of this Warrant (Option, including adjustment all adjustments to the exercise price of the Exercise Price this Option then in effect and the number of shares purchasable on which may be purchased upon exercise of this WarrantOption, but without any change in the aggregate Exercise Price) exercise price, shall be applicable after that eventany such transaction, as near as reasonably they may be, in relation to any shares or other securities or property deliverable after that such event on upon exercise of this WarrantOption. If, as a result of an adjustment made pursuant to this subsection (b), the Optionee of the Option that is thereafter exercised shall become entitled to receive shares of two or more classes of capital stock of the Company or any other corporation or entity, the board of directors (or other governing body if there be no board of directors) thereof (whose determination shall be conclusive and shall be described in a statement filed with the Company) shall determine the allocation of the adjusted exercise price between or among shares of such classes of capital stock. If any subsequent adjustments to the exercise price are made pursuant to this Section 6, such adjustments shall be made separately to the portion of the exercise price so allocated to each of such classes of capital stock. The foregoing provisions of this subsection (b) similarly apply to successive reclassifications, consolidations, mergers, sales or leases.

Appears in 1 contract

Samples: Pledge Agreement (Cognigen Networks Inc)

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Adjustment for Capital Reorganizations. If at any time there shall be a capital reorganization or reclassification of the Company's Common Stock or a merger or consolidation of the Company with or into another corporationcorporation (other than a merger after which the Company is the continuing corporation and which does not result in any change of outstanding shares of Common Stock), or the sale or lease of all or substantially all of the Company's properties and assets as, or substantially as, an entirety to any other entity or person, then, as part of such reorganization, reclassification, merger, consolidation, sale or salelease, lawful the Company, as a condition precedent to such transactions, shall provide, or cause effective provision shall to be made so so, that the Option Holder of this Warrant shall thereafter be entitled to receive, receive on exercise of this Warrant Option during the exercise period specified in this Warrant the Option and on upon payment of the Exercise Price then in effectof this Option, as adjusted to the extent required under (a) above, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable on exercise of this Warrant Option would have been entitled on such capital reorganization, reclassification, merger, consolidation, consolidation or sale if this Warrant Option had been exercised immediately before that such capital reorganization, reclassification, merger, consolidation, sale or salelease. In any such case, appropriate adjustment, as determined in good faith by the Board, shall be made in the application of the provisions of this Warrant Option with respect to the rights and interests of the Option Holder of this Warrant after the reorganization, reclassification, merger, consolidationconsolidations, sale or sale lease to the end assure that the provisions of this Warrant (Option, including adjustment of all adjustments to the Exercise Price of this Option then in effect and the number of shares purchasable on which may be purchased upon exercise of this WarrantOption, but without any change in the aggregate Exercise Price) , shall be applicable after that event, any such transactions as near as reasonably they may be, in relation to any shares or other securities or property deliverable after that such event on upon exercise of this WarrantOption. If, as a result of an adjustment made pursuant to this subsection (b), the Option Holder of this Option that is thereafter exercised shall become entitled to receive shares of two or more classes of capital stock of the Company or any other corporation or entity, the board of directors (or other governing body if there be no board of directors) thereof (whose determination shall be conclusive and shall be described in a statement filed with the Company) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. If any subsequent adjustments to the Exercise Price are made pursuant to this Section 3, such adjustments shall be made separately to the portion of the Exercise Price so allocated to each of such classes of capital stock. The foregoing provisions of this subsection (b) similarly apply to successive reclassifications, consolidations, mergers, sales or leases.

Appears in 1 contract

Samples: Cognigen Networks Inc

Adjustment for Capital Reorganizations. If at any time there shall be a capital reorganization or reclassification of the Company's Common Stock or a merger or consolidation of the Company with or into another corporationcorporation (other than a merger after which the Company is the continuing corporation and which does not result in any change of outstanding shares of Common Stock), or the sale or lease of all or substantially all of the Company's properties and assets as, or substantially as, an entirety to any other entity or person, then, as part of such reorganization, reclassification, merger, consolidation, sale or salelease, lawful the Company, as a condition precedent to such transaction, shall provide, or cause effective provision shall to be made so so, that the Holder of this Warrant Optionee shall thereafter be entitled to receive, receive on exercise of this Warrant Option during the exercise period specified in this Warrant Option and on upon payment of the Exercise Price then in effectexercise price of this Option, as adjusted to the extent required under (a) above, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock Shares deliverable on exercise of this Warrant Option would have been entitled on such capital reorganization, reclassification, merger, consolidation, consolidation or sale if this Warrant Option had been exercised immediately before that such capital reorganization, reclassification, merger, consolidation, sale or salelease. In any such case, appropriate adjustment, as determined in good faith by the BoardCompany's Board of Directors, shall be made in the application of the provisions of this Warrant Option with respect to the rights and interests of the Holder of this Warrant Optionee after the reorganization, reclassification, merger, . consolidation, sale or sale lease to the end assure that the provisions of this Warrant (Option, including adjustment all adjustments to the exercise price of the Exercise Price this Option then in effect and the number of shares purchasable on which may be purchased upon exercise of this WarrantOption, but without any change in the aggregate Exercise Price) exercise price, shall be applicable after that eventany such transaction, as near as reasonably they may be, in relation to any shares or other securities or property deliverable after that such event on upon exercise of this WarrantOption. If, as a result of an adjustment made pursuant to this subsection (b), the Optionee of the Option that is thereafter exercised shall become entitled to receive shares of two or more classes of capital stock of the Company or any other corporation or entity, the board of directors (or other governing body if there be no board of directors) thereof (whose determination shall be conclusive and shall be described in a statement filed with the Company) shall determine the allocation of the adjusted exercise price between or among shares of such classes of capital stock. If any subsequent adjustments to the exercise price are made pursuant to this Section 5, such adjustments shall be made separately to the portion of the exercise price so allocated to each of such classes of capital stock. The foregoing provisions of this subsection (b) similarly apply to successive reclassifications, consolidations, mergers, sales or leases.

Appears in 1 contract

Samples: Pledge Agreement (Cognigen Networks Inc)

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