Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 3 contracts
Sources: Warrant Agreement (Genprex, Inc.), Warrant Agreement (Genprex, Inc.), Warrant Agreement (Genprex, Inc.)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. (a) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. (b) In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 3 contracts
Sources: Warrant Agreement (Genprex, Inc.), Warrant Agreement (Genprex, Inc.), Warrant Agreement (Genprex, Inc.)
Adjustment. The number of Warrant Shares purchasable upon (a) If prior to the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsWarrant, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend have effected one or distribution to all holders of the outstanding shares of Common Stock in shares more stock split-ups or other subdivisions or combinations of Common Stock, the number of Warrant Common Shares issuable upon exercise of the purchase rights evidenced by subject to this Warrant Agreement shall be increased by dividing such number by a fraction, (i) be proportionately increased if a net increase shall have been effected (in the numerator case of which split-up in or subdivision of) the number of shares of Common Stock; or (ii) be proportionately reduced if a net reduction (in the case of a combination) shall have been effected in the number of shares in Common Stock. Upon the occurrence of an event described in this subparagraph (a), the Exercise Price shall be subject to a proportionate reduction under clause (i) or a proportionate increase under clause (ii), as the case may be.
(b) In case of any capital reorganization of the Company or of any reclassification of the Common Stock, or the consolidation or merger of the Company with any other corporation or entity, after such capital reorganization, reclassification, or consolidation, this Warrant will be exercisable, upon the terms and conditions specified in this Warrant, for the number of shares of Common Stock or other securities or property which the Warrant Holder would have been entitled to receive upon the capital reorganization, reclassification, consolidation or merger if this Warrant had been exercised immediately before the first such capital reorganization, reclassification, or consolidation or immediately before the effective date of such merger. The subdivision or combination of Common Shares at any time outstanding at into a greater or lesser number of Common Shares shall not be deemed to be a reclassification of the close Common Shares of business on such record date, and the Company for the purposes of this paragraph.
(iic) the denominator of which shall be the sum of (x) Whenever the number of shares Common Shares are adjusted, the Company shall compute the adjusted number and the resulting adjustment to the Exercise Price and shall prepare a certificate signed by its President or a Vice-President setting forth the adjustment and the facts requiring the adjustment and upon which the calculation is based, and that certificate shall forthwith be mailed to the Warrant Holder.
(d) The form of Common Stock outstanding at the close Warrant need not be changed because of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described change in this Section 5(b) is declared but not so paid or made, the number of Warrant Common Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Common Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist as are stated in the carrying out form of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant initially issued.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Nucleus Inc), Securities Purchase Agreement (Nucleus Inc)
Adjustment. The number of Warrant Shares purchasable upon Exercise Price for the exercise of the purchase rights evidenced by this Warrant Agreement Warrants in effect from time to time shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case (a) If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common Stock shall be subdivided into a greater larger number of shares, (ii) combines (including by way of reverse stock split) outstanding shares or combined of Common Stock into a smaller number of shares, the number or (iii) issues by reclassification of Warrant Shares to be received by the Warrantholder upon exercise shares of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion Common Stock any shares of capital stock of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationCompany, and then in each case the Exercise Price shall be proportionately adjusted such that multiplied by a fraction of which the aggregate Exercise Price numerator shall be the number of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock(excluding treasury shares, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing if any) outstanding immediately before such number by a fraction, (i) the numerator event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment required by this Section 2(a) shall be made immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If the Company, at any time while this Warrant is outstanding, shall distribute to all or substantially all holders of Common Stock (and not to the close Holder) evidence of business on its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date, date fixed for determination of stockholders entitled to receive such distribution by a fraction of which (i) the denominator shall be the Fair Market Value per share of Common Stock determined as of the record date mentioned above and (ii) the denominator of which numerator shall be the sum of (x) the number of shares such Fair Market Value per share of Common Stock outstanding at the close of business on such record date less the then per share fair market value at such record date of the portion of such evidence of indebtedness or assets (including cash and (ycash dividends) or rights or warrants to subscribe for or purchase any security other than the total number Common Stock so distributed applicable to one outstanding share of shares the Common Stock, which fair market value shall be reduced by the fair market value of consideration, if any, paid to the Company by holders of Common Stock constituting in exchange for such dividend evidence of indebtedness or distribution. If any dividend assets or distribution rights or warrants so distributed, in each case as such Fair Market Value is determined by the Board of Directors of the type Company in good faith. In either case, the adjustments shall be described in a statement provided to the Holder of the portion of evidences of indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.
(c) All calculations under this Section 5(b2 shall be made to the nearest cent.
(d) The Company shall not be required upon the exercise of this Warrant to issue any fractional shares. In the event that this Warrant is declared but not so paid or madebeing exercised in part, the exercise election may only be made with respect to whole shares. In the event that this Warrant is being exercised in full and a fractional share would otherwise be issuable upon such exercise of the Warrant, then the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again to be adjusted issued will be rounded up to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declarednext whole share.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 2 contracts
Sources: Warrant Agreement (Apricus Biosciences, Inc.), Warrant Agreement (Nexmed Inc)
Adjustment. (a) The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be hereunder are subject to adjustment from time to time upon the occurrence of certain eventstime, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case (i) If the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of at any time subdivides its Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by pursuant to this Warrant Agreement shall will be increased proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased.
(ii) If the Company at any time pays a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by dividing multiplying the number of Warrant Shares issuable immediately prior to such number date of determination by a fraction, fraction (i) the numerator of which shall will be the total number of shares of Common Stock outstanding at the close of business immediately after such dividend or distribution, calculated on such record datea fully diluted basis, and (ii) the denominator of which shall will be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting outstanding immediately prior to such dividend or distribution. If , calculated on a fully diluted basis.
(iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any dividend or distribution adjustment of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon pursuant to this Warrant.
(b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an ''Acquisition''), the Company covenants that it will obtain from the acquiring entity, as a condition to the closing of such transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in lieu of exercise hereof, for a warrant to purchase the equivalent number of shares of the equivalent class of shares of the acquiring entity on a fully diluted basis. The period of exercise of such new warrant shall be equal to the purchase rights evidenced by remaining duration of the exercise period of this Warrant Agreement shall again be adjusted Warrant. If, as a result of such Acquisition, the shareholders of the Company immediately prior to such Acquisition own at least a majority of the shares of voting capital stock, assuming full exercise or conversion of all securities exercisable for or convertible into such voting capital stock, outstanding after such Acquisition and are entitled upon liquidation to receive a majority of the assets of the surviving entity, then the method of calculating the number of Warrant Shares set forth in the first Paragraph hereof shall remain unaffected; otherwise, this Warrant shall, after such Acquisition, permit the Holder to purchase that percentage of Warrant Shares or other consideration of the acquiring entity which the Holder would be issuable upon exercise entitled to receive as a result of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will notmerger, by amendment of its certificate of incorporation or through any reorganizationconsolidation, recapitalization, transfer combination or exchange of assetsshares if this Warrant had been exercised in full immediately prior to such merger, consolidation, mergerrecapitalization, dissolutioncombination or exchange of shares (or the record date, issue if any, for such transaction or sale of securities or any other voluntary action, avoid or seek to avoid event) for the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times same aggregate exercise price as provided for in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant.
Appears in 2 contracts
Sources: Warrant Agreement (Silver Dragon Resources, Inc.), Warrant Agreement (Silver Dragon Resources, Inc.)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) In case at any time the Borrower shall pay or make a stock dividend or other distribution in Common Stock on any class of capital stock of the Borrower, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such record date, determination and (ii) the denominator of which shall be the sum of (x) the such number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination.
(ii) In case at any time the Borrower shall (A) subdivide its outstanding Common Stock, (B) combine its outstanding Common Stock into a smaller number of shares, or (C) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Borrower is the surviving corporation) any shares, the Conversion Price in effect at the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Lender shall be entitled to receive after such time the aggregate number and kind of shares which, if the Loans or the unused portion of the Commitment had been converted immediately prior to such time, the Lender would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. If Such adjustment shall be made successively whenever any event listed above shall occur.
(iii) In case at any time the Borrower shall fix a record date for the making of a distribution, by dividend or otherwise, to all holders of its Common Stock, of evidences of its indebtedness or assets (including securities (including warrant, options and rights), but excluding any dividend or distribution referred to in Section 5(e)(i) and any regular quarterly cash dividend), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the current market price per share of Common Stock (as defined in Section 5(e)(iv)) on such record date, less the fair market value (as determined by the Board of Directors of the type described borrower of the portion of the assets or evidences of indebtedness so to be distributed, and of which the denominator shall be the total number of outstanding shares of Common Stock multiplied by such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in this Section 5(b) the event that such distribution is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement Conversion Price shall again be adjusted to be the number Conversion Price which would then be in effect if such record date has not been fixed.
(iv) For the purpose of Warrant Shares that would any computation under Sections 5(b) and 5(e)(iii), the current market price per share of Common Stock on any date shall be issuable upon exercise deemed to be the average of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredclosing prices on the New York Stock Exchange Composite Transaction Reporting System, as reported in the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the day in question.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, (v) If the Borrower is a party to a merger, dissolutioncombination or other transaction which reclassifies or changes its outstanding Common Stock, issue the successor corporation shall enter into a supplemental agreement which shall provide that the Lender may convert into the kind and amount of securities, cash or sale other assets which the Lender would have owned after such transaction if the Lender had converted immediately prior to the consummation of securities or any other voluntary action, avoid or seek to avoid such transaction.
(vi) The Borrower may make such downward adjustments in the observance or performance of any of the terms Conversion Price as it considers to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate advisable in order that any event treated for United States Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to protect the rights of the Warrantholder under this Section 5 against impairmentrecipients.
Appears in 2 contracts
Sources: Stand by Capital Commitment Agreement (Ace LTD), Stand by Capital Commitment Agreement (Ace LTD)
Adjustment. The number and kind of Warrant Shares purchasable upon shares of capital stock of the Company which may be purchased by the exercise of one Warrant shall be subject to adjustment as follows:
(a) In case the Company after the Date of Issue shall:
(i) subdivide its outstanding shares of Common Stock into a greater number of shares;
(ii) combine its outstanding shares of Common Stock into a smaller number of shares; or
(iii) issue any shares of capital stock of the Company by reclassification of its shares of Common Stock, then the Holders shall be entitled to purchase by exercise of one Warrant the number and kind of shares of Common Stock which the Holders would have owned or have been entitled to receive had one Warrant been exercised immediately prior to the effective date. Such adjustment shall be made successively whenever any of the events listed above shall occur and shall become effective retroactively immediately after the effective date.
(b) In case the Company after the Date of Issue shall distribute to all holders of Common Stock evidences of the Company's indebtedness or assets (excluding cash dividends or cash distributions payable out of earnings or earned surplus) or options, warrants or rights evidenced or convertible or exchangeable securities containing the right to subscribe or purchase shares of Common Stock, then in each such case the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant shall be adjusted to be the product of the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant immediately prior thereto multiplied by a fraction, of which the numerator shall be the current market price per share of Common Stock on the record date for determination of shareholders of the Company entitled to receive such distribution, and of which the denominator shall be such current market price per share of Common Stock, less the fair market value (as reasonably determined by the Board of Directors of the Company, whose determination shall be described in a statement given to the Holders) of the portion of the assets or evidences of indebtedness or options, warrants or rights or convertible or exchangeable securities containing the right to subscribe for or purchase shares so distributed applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of holders of Common Stock entitled to receive such distribution.
(c) No adjustment in the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of shares of Common Stock; provided, however, that any adjustments which by reason of this subparagraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All computations made pursuant to the provisions of this paragraph 2 shall be made to the nearest cent or to the share, as the case may be.
(d) Whenever the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant Agreement shall be adjusted pursuant to the provisions hereof, the Company shall deliver within 7 days to the Holders an officers' certificate describing in reasonable detail the adjustment and the method of calculation used. Each such officers' certificate shall be signed by the president of the Company and by the secretary or assistant secretary of the Company.
(e) For the purposes of any computation under this subparagraph 2(e), the current market price per share of Common Stock on any day shall be the applicable closing price on any such date.
(f) If at any time, as a result of an adjustment made pursuant to the provisions of this paragraph 2, the Holders shall be entitled to purchase by exercise of one Warrant any shares of capital stock other than shares of Common Stock, thereafter the provisions of this paragraph 2 with respect to Common Stock shall apply on like terms to any such other shares and the number of such other shares shall be subject to adjustment from time to time upon the occurrence of certain events, in a manner and on terms as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement nearly equivalent as practicable to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal provisions with respect to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 2 contracts
Sources: Stock Purchase Agreement (North American Oil & Gas Corp.), Stock Purchase Agreement (North American Oil & Gas Corp.)
Adjustment. The Under the Warrant Agreement, the Company may elect, upon any adjustment of the exercise price of the Warrants, to adjust the number of Warrant Shares Warrants outstanding in lieu of adjusting the number of shares of Common Stock purchasable upon the exercise of each Warrant, so that each Warrant outstanding after such adjustment shall represent the right to purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares one share of Common Stock Stock. In such a case (i) the Underlying Warrant Purchase Price shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such become that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement price (calculated to the total number nearest 1/1,000 of outstanding shares of Common Stock one cent) determined by multiplying the Underlying Warrant Purchase Price in effect immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number adjustment by a fraction, (i) the numerator of which shall be the number exercise price of shares of Common Stock outstanding at the close of business on Warrants in effect immediately prior to such record date, adjustment and (ii) the denominator of which shall be the sum exercise price of the Warrants in effect immediately after such adjustment and (xii) each Underlying Warrant under this Managing Underwriters' Warrant that has not been purchased pursuant to the exercise of such Managing Underwriters' Warrant prior to such adjustment of the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total Warrants shall become that number of shares Underlying Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of Common Stock constituting such dividend or distribution. If any dividend or distribution which shall be the exercise price of the type described Warrants in effect immediately prior to such adjustment and the denominator of which shall be the exercise price of the Warrants in effect immediately after such adjustment. Upon each adjustment of such Underlying Warrants pursuant to this Section 5(b5, the Company shall, as promptly as practicable, cause to be distributed to each Managing Underwriters' Warrant Holder, on the date of such adjustment, Managing Underwriters' Warrant Certificates evidencing, subject to Section 6(b) is declared but not so paid or madehereof, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted additional Underlying Warrants to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if which such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.Managing
Appears in 2 contracts
Sources: Managing Underwriters' Warrant Agreement (Herley Industries Inc /New), Managing Underwriters' Warrant Agreement (Herley Industries Inc /New)
Adjustment. The number of Warrant Shares purchasable upon the exercise Price and terms of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case (a) If, at any time during the outstanding shares Term of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharesthis Warrant, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare make or issue, a dividend or other distribution to all holders of the outstanding shares of Common Stock payable in additional shares of Common Stock, then and in each such event the number of Warrant Shares issuable upon exercise Price then in effect immediately before such event shall be decreased as of the purchase rights evidenced time of such issuance by this multiplying the Warrant Agreement shall be increased by dividing such number Price then in effect by a fraction, :
(i1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and
(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of Common Stock issuable in payment of such dividend or distribution.
(b) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a subdivision or split-up of shares of Common Stock, then, immediately after the date fixed for the determination of holders of Common Stock entitled to receive shares in such subdivision or split-up, the Warrant Price in effect immediately before the subdivision or split-up shall be appropriately decreased so that the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(c) If, at any time during the close Term of business this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock or reverse stock split, then, immediately after the effective date for such combination, the Warrant Price in effect immediately prior to such combination or reverse stock split shall be appropriately increased so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(d) If, at any time during the Term of this Warrant, the Company shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than dividends or distributions for which an adjustment is made pursuant to other provisions of this Section 5 or regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Holder shall receive upon the exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Holder would have been entitled to receive had this Warrant been exercised on the effective date fixed for the determination of holders of Common Stock entitled to receive a dividend or distribution in such record event and had the Holder thereafter, during the period from such date to and including the exercise date, retained any such securities receivable during such period, giving application to all adjustments called for during such period under this Section 5 with respect to the rights of the Holder.
(e) In the case of any proposed consolidation or merger of the Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed consolidation, reorganization, recapitalization, or reclassification of the capital stock of the Company or other transaction, then, as a condition of such consolidation, merger, sale, consolidation, reorganization, recapitalization, reclassification or other transaction, the Company shall give 30 days' prior written notice thereof to the Holder hereof and lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the Warrant Shares immediately theretofore purchasable hereunder, such shares of stock, securities, cash or assets as may (by virtue of such consolidation, merger, sale, consolidation, reorganization, recapitalization, reclassification or other transaction) be issued or payable with respect to or in exchange for the number of Warrant Shares purchasable hereunder immediately before such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable as nearly as may be practicable, in relation to any shares of stock, securities, cash or assets thereafter deliverable upon the exercise of this Warrant. Notwithstanding the foregoing sentences, if (x) there shall occur any consolidation, merger, sale, consolidation, reorganization, recapitalization or other transaction in which the Common Stock is converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company (which shall be understood to mean the ultimate parent of such company, if such company is not publicly traded and its ultimate parent is publicly traded) is publicly traded, then, as part of such consolidation, merger, sale, consolidation, reorganization, recapitalization, reclassification or other transaction, (i) the Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of common stock of the acquiring or surviving company as is determined by multiplying (A) the number of shares of Common Stock subject to this Warrant immediately prior to such consolidation, merger, sale, consolidation, reorganization, recapitalization, reclassification or other transaction by (B) a fraction, the numerator of which is the Fair Market Value (as defined below) per share of Common Stock as of the effective date of such consolidation, merger, sale, consolidation, reorganization, recapitalization, reclassification or other transaction, as determined pursuant to Section 7, and the denominator of which is the fair market value per share of common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board of Directors of the Company (using the principles set forth in Section 7 to the extent applicable), and (ii) the exercise price per share of common stock of the acquiring or surviving company shall be the Warrant Price divided by the fraction referred to in clause (B) above. The Company shall not effect any such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction unless, prior to the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction (including a purchaser of all or substantially all the Company's assets) assumes by written instrument the obligation to deliver to each Holder of Warrants such shares of stock, securities, cash or assets as, in accordance with the foregoing provisions, such Holder may be entitled to acquire upon exercise of Warrants.
(f) If at any time the Company shall issue or sell any Common Stock (other than Common Stock issued (a) pursuant to the Company's existing or future stock option plans or pursuant to any other existing or future Common Stock related director or employee compensation plan of the Company approved by the board of directors of the Company (the "BOARD OF DIRECTORS"), (b) as consideration for the acquisition of a business or of assets, (c) to the Company's joint venture partners in exchange for interests in the relevant joint venture, (d) upon conversion of any shares of any series of preferred stock or as the payment of a dividend with respect to any series of preferred stock outstanding on the date hereof or the issuance of which caused an adjustment under the other provisions of this Section 5 or (e) upon the exercise or conversion of any security the issuance of which caused an adjustment under the other provisions of this Section 5 for a consideration per share less than the Warrant Price then in effect, or shall issue any options, rights, warrants or other securities convertible into or exercisable or exchangeable for Common Stock (other than such securities paid as dividends on any class of preferred stock outstanding on the date hereof or the issuance of which caused an adjustment under the other provisions of this Section 5) having a conversion, exercise or exchange price, together with the issue price of such securities, per share of Common Stock less than the Warrant Price then in effect, the Warrant Price to be in effect after such issuance or sale shall be determined by multiplying the Warrant Price in effect immediately prior to such issuance or sale by a fraction, (i) the denominator of which shall be the sum of (xw) the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus (x) the number of additional shares of Common Stock to be issued or sold (or, in the case of any options, rights, warrants or other convertible, exercisable or exchangeable securities, issued on conversion, exercise or exchange), and (ii) the numerator of which shall be the sum of (y) the number of shares of Common Stock outstanding immediately prior to such issuance and sale plus (z) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of additional shares of Common Stock so issued or sold (or issuable on conversion, exercise or exchange) would purchase at the Warrant Price in effect on the date of such issuance or sale. In case any portion of the consideration to be received by the Company shall be in a form other than cash, the fair market value (determined in accordance with the principles set forth in Section 7 to the extent applicable) of such non-cash consideration shall be utilized in the foregoing computation. Such adjustment shall be made successively whenever any such issuance or sale is made, and shall become effective immediately after such issuance or sale. If all the Common Stock deliverable upon exercise, conversion or exchange of securities convertible into Common Stock have not been issued when such securities are no longer outstanding, then the Warrant Price shall promptly be readjusted to the Warrant Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of Common Stock issued upon conversion, exercise or exchange of such securities.
(g) Whenever the Warrant Price shall be adjusted as provided in this Section 5, the Company shall promptly prepare a statement showing the facts requiring such adjustment and the Warrant Price and number of Warrant Shares that shall be in effect after such adjustment, setting forth in reasonable detail and certifying the calculation of such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder at its, his or her address appearing on the Company's records. The Company shall, as promptly as reasonably practicable after the written request at any time of the Holder (but in any event not later than 10 days thereafter), furnish or cause to be furnished to the Holder a certificate setting forth (i) the Warrant Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.
(h) Adjustments made pursuant to this Section 5 shall be made on the date such dividend, subdivision, split-up, reverse stock split, combination, distribution, issuance, sale, consolidation, reorganization, recapitalization, reclassification or other transaction, as the case may be, is made, and shall become effective at the close of business on the day such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredevent becomes effective.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 2 contracts
Sources: Standby Securities Purchase Agreement (Ddi Corp), Common Stock Purchase Warrant (Ddi Corp)
Adjustment. The number of Warrant Shares purchasable upon the exercise and Exercise Price of the purchase rights evidenced by this Warrant Agreement A Portion shall be subject to adjustment from time to time upon as follows (this provision shall not apply to the occurrence B Portion, which shall reflect any adjustments in the referenced options and warrants):
(1) If the Company shall (A) declare a dividend or make a distribution on its Common Stock in shares of certain eventsits Common Stock, as follows:
a. In case (B) subdivide or reclassify the outstanding shares of Common Stock shall be subdivided into a greater number of shares shares, or combined (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, the number of Warrant Shares to be received by and Exercise Price in effect at the Warrantholder upon exercise time of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted record date for such that dividend or distribution or the proportion effective date of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or subdivision, combination, and the Exercise Price or reclassification shall be proportionately adjusted such so that the aggregate Exercise Price holder of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement exercised after such date shall be increased by dividing such number by a fraction, (i) the numerator of which shall be entitled to receive the number of shares of Common Stock outstanding at which he would have owned or been entitled to receive had this Warrant been exercised immediately prior to such date. Successive adjustments in the close of business on such record date, Warrant Shares and (ii) the denominator of which Exercise Price shall be made whenever any event specified above shall occur.
(2) In case of any consolidation with or merger of the sum Company with or into another corporation, or in case of (x) any sale, lease or conveyance to another corporation of the assets of the Company as an entity or substantially as an entity, this Warrant shall after the date of such consolidation, merger, sale, lease or conveyance be exercisable for the number of shares of stock or other securities or property (including cash) to which the Common Stock outstanding issuable (at the close time of business on such record date consolidation, merger, sale, lease or conveyance) upon exercise of this Warrant would have been entitled upon such consolidation, merger, sale, lease or conveyance; and (y) in any such case, if necessary, the total number provisions set forth herein with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of Common Stock constituting stock or other securities or property thereafter deliverable on the exercise of this Warrant.
(3) No adjustment in the Exercise Price shall be required unless such dividend adjustment would require an increase or distributiondecrease of at least two cents ($.02) in such price; provided, however, that any adjustments which by reason of this Subsection (3) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. If All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock (including the Warrants).
(4) In the event that at any time, as a result of an adjustment made pursuant to this Section (f), the Holder of this Warrant thereafter shall become entitled to receive any shares of the type described Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section 5(b(f).
(5) is declared but not so paid Irrespective of any adjustments in the Exercise Price or made, the number or kind of Warrant Shares issuable shares purchasable upon exercise of the purchase rights evidenced by this Warrant, Warrant Agreement shall again be adjusted to the number Certificates theretofore or thereafter issued upon exchange, transfer, assignment, loss of Warrant Shares that would be issuable certificate or upon exercise in part may continue to express the same price and number and kind of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist shares as were stated in the carrying out of all Warrant Certificates when the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentsame were originally issued.
Appears in 2 contracts
Sources: Employment Agreement (Rattlesnake Holding Co Inc), Employment Agreement (Rattlesnake Holding Co Inc)
Adjustment. The number of Warrant Shares purchasable upon (a) If the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a Final Working Capital is greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be than the sum of $7,000,000 and the amount of cash set forth on the Closing Balance Sheet (x) the number amount of shares such excess being referred to herein as the "Underpayment Amount"), then, within five Business Days following the Final Determination Date, Parent shall pay, or cause the Surviving Corporation to possess sufficient funds to pay and cause it to pay, each Shareholder an amount in cash equal to such Shareholder's Proportionate Percentage of Common Stock outstanding at the close of business Underpayment Amount; PROVIDED, HOWEVER, that in the event the Per Merger Share Closing Amount is less than $15.72, such Underpayment Amount shall be payable as follows: FIRST, to each Indemnifying Shareholder PRO RATA based on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution Indemnifying Shareholder's Percentage Interest of the type described Underpayment Amount in amounts so that the sum of the Per Merger Share Closing Amount and the amount payable with respect to each Merger Share pursuant to this sentence equals but does not exceed $15.72, and SECOND, to the extent any portion of the Underpayment Amount is remaining, to each Shareholder PRO RATA based on such Shareholder's Proportionate Percentage of the remaining Underpayment Amount.
(b) If the Final Working Capital is less than the sum of $7,000,000 and the amount of cash set forth on the Closing Balance Sheet (the amount of such shortfall being referred to herein as the "Overpayment Amount"), then the amount of such shortfall shall be offset against the Escrow Amount in the manner set forth in the Escrow Agreement. In addition, in the event the Overpayment Amount exceeds the Escrow Amount, each Indemnifying Shareholder shall, within five Business Days following the Final Determination Date, pay the Surviving Corporation or a party designated by the Surviving Corporation in cash such Indemnifying Shareholder's Percentage Interest of the amount by which the Overpayment Amount exceeds the Escrow Amount. The Indemnifying Shareholders shall be jointly and severally liable for the obligations of the Indemnifying Shareholders in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared3.3(b).
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (BPC Holding Corp), Agreement and Plan of Reorganization (Berry Plastics Corp)
Adjustment. The initial conversion price shall be adjusted according to the following items:
(a) Dividends and share split When the Bonds are outstanding at any time, if the Company: (i) pays dividends by securities or security equivalents of the Company or distributes dividends in any way (for the avoidance of any doubt, any ordinary shares issued by the Company for the conversion of the Bonds and the reserved shares distributed under the employee stock option plan shall be excluded); (ii) splits the outstanding securities of the Company in order to increase the number of Warrant Shares purchasable upon the exercise shares; or (iii) incorporates outstanding securities of the purchase rights evidenced by this Warrant Agreement shall be subject Company (including the form reverse to adjustment from time share split) to time upon decrease the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Conversion Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number multiplied by a fraction, whose numerator is the number of outstanding securities of the Company immediate before the occurrence of the matter (excluding treasury shares but including reserved shares of the Company), and denominator is the number of outstanding securities of the Company immediate after the occurrence of the matter (including reserved shares). Any adjustment made according to the aforesaid conditions shall come into effect immediately after the record date of deciding the shareholders having rights to obtain dividends or allocations, and for the purpose of share split, incorporation or reclassification, shall come into effect immediate after such matters come into effect. Convertible Bond Subscription Agreement 28
(b) Distribution of dividends in cash or allocations When the Bonds are outstanding, if the Company distributes dividends or conducts allocations for the holders of the securities of the Company in cash only, the Conversion Price shall be decreased accordingly, the decreased amount shall be obtained by multiplying the Conversion Price effective at the record date of deciding the shareholders having rights to obtain the dividends or allocations by a fraction, whose (i) numerator is the numerator of which shall be the number of shares of Common Stock outstanding Conversion Price effective at the close said record date minus the cash amount to be distributed per security of business on such record date, the Company; and (ii) denominator is the denominator Conversion Price effective at the said record date.
(c) Adjustment to other dividends or allocations If the Company distributes dividends or conducts other allocations (excluding reserved shares distributed under the employee stock option plan) by allotting securities other than the securities of the Company at any time or from time to time (or setting a fixed record date of deciding the Holder of securities of the Company having rights to obtain dividends or allocations), the Company shall make a reserve, so that when converting any Convertible Bonds, the Holder may obtain a certain number of such other securities, except the ordinary shares to be allotted, just as the Holder converts the Convertible Bonds into ordinary shares immediately before the allotment of such other securities, which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted subject to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentadjustment hereunder.
Appears in 2 contracts
Sources: Convertible Bond Subscription Agreement, Convertible Bond Subscription Agreement (Sohu Com Inc)
Adjustment. The number (a) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Parent and Seller a written certificate executed by an officer of Warrant Shares purchasable upon Buyer (the exercise “Adjustment Statement”) setting forth in reasonable detail Buyer’s calculation of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record dateProperty Adjustment Amount, and (ii) the denominator of which shall be the sum of Closing Date Credit Amount and (xiii) the number of shares of Common Stock outstanding at Closing Date Working Capital, in each case determined in accordance with the close of business on Calculation Principles, as applicable. The Adjustment Statement shall include such record date schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Adjustment Statement.
(yb) Following the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution delivery of the type described in this Section 5(b) is declared but not so paid or madeAdjustment Statement, Buyer shall provide Parent, Seller and its and their respective Representatives with reasonable access to the number of Warrant Shares issuable upon exercise books and records and relevant personnel and properties of the purchase rights evidenced by this Warrant Agreement shall again be adjusted Acquired Companies to verify the number accuracy of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend amounts, as Parent or distribution had not been declaredSeller may reasonably request.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid (c) If Parent and Seller disagree with the observance or performance calculation of any of the terms items set forth in the Adjustment Statement, Parent shall notify Buyer in writing of such disagreement (an “Objection Dispute”) within forty-five (45) days after receipt of the Adjustment Statement by Parent and Seller. Any Objection Dispute shall specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. If Parent and Seller fail to deliver written notice of an Objection Dispute to Buyer within forty-five (45) days after delivery of the Adjustment Statement to Parent and Seller, the Adjustment Statement shall be observed or performed hereunder by deemed final and binding on Buyer, Seller and Parent for purposes of this Agreement.
(d) If Parent and Seller timely deliver a notice of an Objection Dispute pursuant to Section 2.05(c), Buyer on the Company, but will at times one hand and Parent and Seller on the other hand shall negotiate in good faith assist to resolve any Objection Dispute, and any resolution agreed to in writing by Buyer on the carrying out one hand and Parent and Seller on the other hand shall be final and binding upon the Parties for purposes of this Agreement. If Buyer on the one hand and Parent and Seller on the other hand are unable to resolve all Objection Disputes within twenty (20) days of delivery of written notice of such Objection Disputes by Parent and Seller to Buyer, then the disputed matters shall, at the request of either Seller or Buyer, be referred for final determination to PricewaterhouseCoopers LLP (the “Accounting Arbitrator”) within fifteen (15) days thereafter. If such firm is unable or unwilling to serve, Buyer on the one hand and Parent and Seller on the other hand shall jointly select an Accounting Arbitrator from an independent accounting firm of national standing that has no material relationships with any of the Parties. If Buyer on the one hand and Parent and Seller on the other hand are unable to agree upon an Accounting Arbitrator within such time period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York. The Accounting Arbitrator shall only consider those items and amounts set forth on the Adjustment Statement as to which Buyer on the one hand and Parent and Seller on the other hand have disagreed and not resolved within the time periods, amounts and other terms specified in Section 2.05(c) and this Section 2.05(d) and must resolve all unresolved Objection Disputes in accordance with the terms and provisions of this Section 5 Agreement. The Accounting Arbitrator shall deliver to each of Buyer and Parent and Seller, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the taking resolution of all any unresolved Objection Disputes determined in accordance with the terms herein. In resolving any disputed item, the Accounting Arbitrator shall be bound by the principles set forth in this Section 2.05. The Accounting Arbitrator resolution shall be based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review and shall not assign a value to any item greater than the greatest value for such lawful action item claimed by either Buyer on the one hand or Parent and Seller on the other hand or less than the smallest value for such item claimed by either Buyer on the one hand or Parent and Seller on the other hand. Such report shall be final and binding upon the Parties for purposes of this Agreement. Upon the agreement of Buyer and Parent and Seller or the decision of the Accounting Arbitrator, or if Parent and Seller fail to deliver written notice of disagreement to Buyer within the forty-five (45) day period provided in Section 2.05(c), the Adjustment Statement, as adjusted (if necessary) pursuant to the terms of this Section 2.05(d), shall be deemed to be the final Adjustment Statement for purposes of this Section 2.05 (the “Final Adjustment Statement”) and shall be deemed to be final and binding on Buyer, Parent and Seller for purposes of this Agreement. Each of the Property Adjustment Amount, the Closing Date Credit Amount and the Closing Date Working Capital as shown on the Final Adjustment Statement shall be referred to as the “Final Property Adjustment Amount,” the “Final Closing Date Credit Amount” and the “Final Closing Working Capital,” respectively. The fees, expenses and costs of the Accounting Arbitrator shall be borne by Buyer on the one hand and Parent and Seller on the other hand, respectively, in the proportion that the aggregate dollar amount of the disputed items submitted to the Accounting Arbitrator by such Party that are unsuccessfully disputed by such Party (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of disputed items submitted by Buyer on the one hand and Parent and Seller on the other hand.
(e) The “Adjustment Amount,” which may be necessary positive or appropriate negative, shall mean (i) the Final Closing Working Capital minus the Estimated Closing Date Working Capital, plus (ii) the Estimated Property Adjustment Amount minus the Final Property Adjustment Amount, plus (iii) the Estimated Closing Date Credit Amount minus the Final Closing Date Credit Amount. The Adjustment Amount shall be paid in order accordance with Sections 2.05(f) and 2.05(g). If the Adjustment Amount is zero, no payment shall be required to protect the rights of the Warrantholder be made under this Section 5 against impairment2.05. For the avoidance of doubt, all determinations and calculations of the components of the Adjustment Amount shall be made so as to avoid double counting (whether positive or negative) of any item or any duplicative additions to, or subtractions from, such components.
(f) If the Adjustment Amount is a negative number, then Parent shall cause Seller to promptly (and no later than five (5) Business Days following the final determination of the Final Adjustment Statement pursuant to Section 2.05(d)) pay or cause to be paid to Buyer in cash by wire transfer of immediately available funds pursuant to instructions furnished by Buyer the Adjustment Amount.
(g) If the Adjustment Amount is a positive number, then Buyer shall promptly (and no later than five (5) Business Days following the final determination of the Final Adjustment Statement pursuant to Section 2.05(d)) pay or cause to be paid to Seller in cash by wire transfer of immediately available funds pursuant to instructions furnished by Seller the Adjustment Amount.
(h) Except to the extent otherwise required by applicable Law, the Parties agree to treat any payment made pursuant to this Section 2.05 as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes.
(i) Notwithstanding anything herein to the contrary, nothing in this Section 2.05 shall limit Buyer’s rights to be indemnified, held harmless and defended pursuant to Section 5.15 for any Loss that is indemnifiable by the Buyer Indemnifying Parties thereunder (other than Losses included in Closing Date Current Adjustment Liabilities for which Buyer received credit as part of the Closing Date Credit Amount as finally determined pursuant to this Section 2.05).
Appears in 2 contracts
Sources: Equity Purchase Agreement (Hospitality Properties Trust), Equity Purchase Agreement (Spirit MTA REIT)
Adjustment. The If any of the following events shall occur at any time or from time to time prior to the exercise of this Warrant, the following adjustments shall be made in the Exercise Price and/or the number of Warrant Shares shares then purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsWarrant, as follows:applicable.
a. (a) In case the Company shall at any time subdivide its outstanding shares of Common Stock shall be subdivided into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced (but not below the par value of the Common Stock) and the number of shares or purchasable under this Warrant shall be proportionately increased; and conversely, in case the Common Stock of the Company shall be combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock Exercise Price in effect immediately prior to such subdivision or combination is equal to the proportion of shall be proportionately increased and the number of Warrant Shares issuable upon exercise shares purchasable hereunder shall be proportionately reduced.
(b) If the Company shall declare a dividend on its Common Stock payable in shares, options, interests, participations or other equivalents of or in the Company, including, without limitation, common stock, warrants, preferred stock, convertible debentures and all other convertible securities (the "Stock") or other securities of the purchase rights evidenced by this Warrant Agreement Company or any other corporation, or in cash or other property, to the total number holders of outstanding shares record of Common Stock immediately after as of a date prior to the date of exercise of this Warrant, Holder shall, without additional cost, be entitled to receive upon the exercise of this Warrant, in addition to the Common Stock to which Holder is otherwise entitled upon such subdivision or combinationexercise, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price number of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders shares of the outstanding shares Stock or other securities, cash or property that Holder would have been entitled to receive if Holder had been a holder of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close that Holder actually receives upon exercise of business this Warrants on such record date.
(c) In case of any capital reorganization or reclassification of the Common Stock, and (ii) or the denominator consolidation or merger of which the Company with or into another corporation, or any sale of all or substantially all of the Company's property or assets, or any liquidation of the Company, Holder, upon the exercise of this Warrant on or before the record date for determination of stockholders entitled thereto, shall be receive, in lieu of any shares of Common Stock, the sum proportionate share of (x) all stock, securities or other property issued, paid or delivered for or on all of the number of Common Stock as is allocable to the shares of Common Stock outstanding then exercisable under this Warrant.
(d) In the event the Company, at any time after the close of business on such record date and (y) the total number of hereof, shall issue or sell additional shares of Common Stock constituting or securities exercisable or exchangeable for, or convertible into, shares of Common Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such dividend issue, then and in such event, the Exercise Price shall be reduced, concurrently with such issue, to a price equal to the consideration per share received by the Company for such issue; provided, however, that no adjustment shall be made pursuant to this Section 5(d) upon the issuance of Common Stock issued in connection with (i) a merger, consolidation or distribution. If any dividend or distribution reorganization of the type described in this Section 5(bCompany; (ii) is declared but not so paid or made, pursuant to any registered public offering of the number of Warrant Shares issuable Company's Common Stock; (iii) upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted options granted pursuant to the number of Warrant Shares that would be issuable upon Company's stock option plans; or (iv) if the exercise price is the same or higher than the Exercise Price, issuance of the purchase rights evidenced by this Bank Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid and the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist Bank Shares (as each is defined in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentPurchase Agreement).
Appears in 2 contracts
Sources: Revolving Credit Loan Agreement (Thomas Group Inc), Warrant Agreement (Thomas Group Inc)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company Corporation shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will notIn the event the Corporation shall make or issue, by amendment or fix a record date for the determination of its certificate holders of incorporation shares of Common Stock entitled to receive, a dividend or through other distribution payable in any reorganizationsecurities of the Corporation other than shares of Common Stock (including, recapitalizationbut not limited to, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary actionclass of capital stock or debt securities), avoid or seek then and in each such event the Board shall, to avoid the observance or performance of any fullest extent permitted by law, take all lawful actions so that the Warrantholder shall receive upon exercise of the terms purchase rights evidenced by this Warrant Agreement, in addition to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out number of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights Warrant Shares receivable upon exercise of the purchase rights evidenced by this Warrant Agreement, the number of such other securities of the Corporation which the Warrantholder would have received had the purchase rights evidenced by this Warrant Agreement been exercised on the date of such event and had such holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by such holder as aforesaid during such period, giving application to all adjustments called for during such period under this Section 5 against impairmentas applied to such distributed securities.
Appears in 2 contracts
Sources: Warrant Agreement (Genprex, Inc.), Warrant Agreement (Genprex, Inc.)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement or any portion thereof (or any shares of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant or any portion thereof) and the Exercise Price are subject to adjustment upon the total number occurrence of any of the following events between the Original Issue Date and the Termination Date:
(i) The Exercise Price will be proportionally adjusted to reflect any stock dividend, stock split, reverse stock split, reclassification, recapitalization or other similar event affecting the outstanding shares of Common Stock.
(ii) In case of any Change of Control Transaction or Fundamental Transaction (as such terms are defined in the Notes) then, the Holder, upon the exercise of this Warrant at any time after the consummation of such Change of Control Transaction or Fundamental Transaction (as the case may be), will be entitled to receive, in lieu of the stock or other securities and property receivable upon Exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such Change of Control Transaction or Fundamental Transaction (as the case may be) if this Warrant had been converted immediately prior thereto, subject to further adjustment as provided in this Warrant, and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) will be made in the application of the provisions in this section 2 with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this section 2 will thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the Exercise of this Warrant. The successor or purchasing corporation in any such reorganization, consolidation or merger (if other than the Company) will duly execute and deliver to the Holder a supplement hereto reasonably acceptable to the Holder acknowledging such entity’s obligations under this Warrant and, in each such case, the terms of the Note will be applicable to the shares of stock or other securities or property receivable upon the Exercise of this Warrant after the consummation of such reorganization, consolidation or merger.
(iii) In case all the authorized Common Stock of the Company is converted, pursuant to the Company’s certificate or articles of incorporation, into other securities or property, or the Common Stock otherwise ceases to exist, then, in such case, the Holder, upon Exercise of this Warrant at any time after the date on which the Common Stock is so converted or ceases to exist (the “End Date”), will receive, in lieu of the number of Warrant Shares that would have been issuable upon such exercise immediately prior to such subdivision or combination is equal the End Date (the “Former Number of Warrant Shares”), the stock and other securities and property which the Holder would have been entitled to receive upon the End Date upon Exercise of this Warrant with respect to the proportion Former Number of Warrant Shares immediately prior to the End Date (all subject to further adjustment as provided in this Warrant).
(iv) The Company will, at its expense, cause an authorized officer promptly to prepare a written certificate showing each adjustment or readjustment of the Conversion Price, or the number of Warrant Shares or other securities issuable upon Exercise of this Warrant and cause such certificate to be delivered to the Holder in accordance with the notice provisions of the Purchase Agreement. The certificate will describe the adjustment or readjustment and include a description in reasonable detail of the facts on which the adjustment or readjustment is based. The form of this Warrant need not be changed because of any adjustment in the Conversion Price or in the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedits conversion.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 2 contracts
Sources: Warrant Agreement (Vocodia Holdings Corp), Warrant Agreement (Vocodia Holdings Corp)
Adjustment. The Effective at the time of the Distribution, each holder of Altria Deferred Stock that was granted on or after January 31, 2007 and before January 30, 2008 shall receive a number of Warrant Shares purchasable upon PMI Deferred Stock shares based on the exercise same ratio as holders of Altria Common Stock. Effective at the time of the purchase rights evidenced by this Warrant Agreement Distribution, each holder of Altria Deferred Stock that was granted on or after January 30, 2008 shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, receive (i) in the numerator case of which shall be a holder who is an employee of the Non-PMI Group on the Distribution Date, additional Altria Deferred Stock, such that following the Distribution Date the holder will have the number of shares of Common Altria Deferred Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) equal to the number of shares of Common Altria Deferred Stock outstanding at held before the close Distribution multiplied by the ratio of business on such record date the Altria Pre-Adjustment Price to the Altria Post-Adjustment Price; and (yii) in the total case of a holder who is a PMI Group Employee on the Distribution Date, PMI Deferred Stock in substitution for such holder’s Altria Deferred Stock, such that following the Distribution Date the holder will have the number of shares of Common PMI Deferred Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted equal to the number of Warrant Shares that would be issuable upon exercise shares of Altria Deferred Stock held before the Distribution multiplied by the ratio of the purchase rights evidenced by this Warrant Agreement if such dividend Altria Pre-Adjustment Price to the PMI Price. Any fractional shares of Altria or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid PMI Deferred Stock resulting from the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist adjustment in the carrying out preceding sentence shall be paid to the holder in cash as soon as practicable following the Distribution Date; provided, however, that with respect to any individual holding Deferred Stock that is subject to Code Section 409A, any fractional shares of all Altria or PMI Deferred Stock shall instead be rounded up to a whole share of Altria or PMI Deferred Stock. The cash payment described above shall be made by Altria to individuals who are Non-PMI Group employees on the provisions of this Section 5 Distribution Date, and in by PMI to individuals who are PMI Group employees on the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentDistribution Date.
Appears in 2 contracts
Sources: Employee Matters Agreement (Altria Group, Inc.), Employee Matters Agreement (Philip Morris International Inc.)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. (a) In case the outstanding shares of Non-Voting Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Non-Voting Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Non-Voting Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. (b) In the case the Company Corporation shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Non-Voting Common Stock in shares of Non-Voting Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Non-Voting Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Non-Voting Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Non-Voting Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not(c) In the event the Corporation shall make or issue, by amendment or fix a record date for the determination of its certificate holders of incorporation shares of Non-Voting Common Stock entitled to receive, a dividend or through other distribution payable in any reorganizationsecurities of the Corporation other than shares of Non-Voting Common Stock (including, recapitalizationbut not limited to, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary actionclass of capital stock or debt securities), avoid or seek then and in each such event the Board shall, to avoid the observance or performance of any fullest extent permitted by law, take all lawful actions so that the Warrantholder shall receive upon exercise of the terms purchase rights evidenced by this Warrant Agreement, in addition to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out number of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights Warrant Shares receivable upon exercise of the purchase rights evidenced by this Warrant Agreement, the number of such other securities of the Corporation which the Warrantholder would have received had the purchase rights evidenced by this Warrant Agreement been exercised on the date of such event and had such holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by such holder as aforesaid during such period, giving application to all adjustments called for during such period under this Section 5 against impairmentas applied to such distributed securities.
Appears in 2 contracts
Sources: Warrant Agreement (Genprex, Inc.), Warrant Agreement (Genprex, Inc.)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by as provided in this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedSection 4.
b. In 4.1 If, during the case term of this Warrant, the Company shall hereafter declare distribute a stock dividend or distribution shares of capital stock to all the holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of Shares to be purchased under this Warrant by a fraction, (i) the numerator fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for the determination of stockholders entitled to receive such record date, dividend or distribution (the "Original Outstanding Shares") and the numerator shall be (i) the Original Outstanding Shares plus (ii) the denominator total number of which such shares of Common ---- Stock being issued or distributed. Such increase will become effective immediately after the opening of business on the date fixed for such determination, and upon the happening of such an event the Exercise Price shall be the sum adjusted appropriately as described herein. For purposes of (x) this Section 4.1, the number of shares of Common Stock at any time outstanding at shall not include shares held in the close treasury of business on such record date the Company. The Exercise Price shall be multiplied by a fraction of which the numerator shall be the Original Outstanding Shares and the denominator shall be the sum of (yi) the Original Outstanding Shares plus (ii) the total number of shares of Common Stock constituting such dividend being issued or distribution. If any dividend or distribution ---- distributed.
4.2 If, during the term of this Warrant, the type described in this Section 5(b) is declared but not so paid or madeoutstanding shares of Common Stock shall be subdivided into a greater number of shares, the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such subdivision becomes effective shall again be adjusted to proportionately increased and the Exercise Price shall be proportionately decreased, as appropriate, and, conversely, if the outstanding shares of Common Stock shall each be combined into a smaller number of shares, the number of Warrant Shares that would be issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement if at the opening of business on the day following the day upon which such dividend or distribution had not been declaredcombination becomes effective shall be proportionately decreased and the Exercise Price shall be proportionately increased, as appropriate.
c. The 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets ---------
(a) In case the Company will notshall reorganize its capital, by amendment reclassify its capital stock, consolidate or merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its certificate property, assets or business to another corporation and pursuant to the terms of incorporation or through any such reorganization, recapitalizationreclassification, transfer merger, consolidation or disposition of assets, consolidation(i) shares of capital stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of shares of Common Stock of the Company who are holders immediately prior to such transaction, then suitable lawful and enforceable provisions shall be made as part of such transaction whereby the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation Other Property receivable upon or as a result of such reorganization, reclassification, merger, dissolutionconsolidation or disposition of assets by a holder of the number of Shares for which this Warrant is exercisable immediately prior to such event.
(b) In case of any such reorganization, issue reclassification, merger, consolidation or sale disposition of securities assets, the successor or any other voluntary action, avoid or seek to avoid acquiring corporation shall expressly assume the due and punctual observance or and performance of any each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the terms to be observed or performed hereunder by Board of Directors of the Company) in order to provide for adjustments of shares of the Shares for which this Warrant is exercisable, but will at times which modifications shall be as nearly equivalent as practicable to the adjustments provided for in good faith assist this Section 4. The Company shall not consummate or agree to consummate any such reorganization, reclassification, merger, consolidation or disposition unless the successor or acquiring person shall have duly executed a written instrument providing for the express assumption referred to in the carrying out first sentence of all the this Section 4.6(b).
(c) The provisions of this Section 5 and in the taking 4.6 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.
Appears in 1 contract
Adjustment. The number In the event of Warrant Shares purchasable upon the exercise any subdivision or change of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence Common Shares of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided Media into a greater number of shares Common Shares at any time prior to the exercise in whole or combined into a smaller number in part of sharesthe Option, the number of Warrant Shares to be received by the Warrantholder upon Media shall deliver, in connection with any exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted Option occurring after the record date or effective date of such that the proportion of the subdivision or change, such additional number of Warrant Common Shares issuable upon as would have resulted from such subdivision or change if such exercise of the purchase rights evidenced by this Warrant Agreement Option had occurred prior to the total number record date or effective date of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationchange, and the Exercise Price per Common share shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. decreased proportionately. In the case the Company shall hereafter declare a dividend event of any consolidation or distribution to all holders change of the outstanding shares Common Shares of Media into a lesser number of Common Stock Shares at any time prior to the exercise in shares whole or in part of Common Stockthe Option, the number of Warrant Shares issuable upon Media shall deliver, in connection with any exercise of the purchase rights evidenced by this Warrant Agreement Option occurring after the record date or effective date of such consolidation or change, such lesser number of Common Shares as would have resulted from such consolidation or change if such exercise of the Option had occurred prior to the record date or effective date of such consolidation or change, and the Exercise Price per Common Share shall be increased by dividing such number by a fraction, (i) proportionately. In the numerator event of which shall be any reclassification of the number of shares of Common Stock outstanding Media at any time prior to the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend exercise in whole or distribution. If any dividend or distribution in part of the type described Option, Media shall deliver, in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon connection with any exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to Option occurring after the effective date of any such reclassification, such number and class of Warrant Shares that shares as would be issuable upon have resulted from such reclassification if such exercise of the purchase rights evidenced by this Warrant Agreement if Option had occurred prior to the effective date of such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through reclassification. In the event that Media proposes any reorganization, recapitalizationmerger, transfer dissolution or sale of assetsall or substantially all its assets or proposes to amalgamate with one or more other corporations, consolidationit shall give notice thereof to CNET in sufficient time to enable CNET to exercise the Option to the extent that CNET is entitled to exercise the Option as at the date of such reorganization, merger, dissolution, issue sale or amalgamation. In addition, upon a reorganization, merger or amalgamation with one or more other corporations, Media shall ensure that the Option shall be exercisable into the same number and class of securities of the reorganized, merged or amalgamated corporation that would have been issued had the Option been exercised prior to the reorganization, merger or amalgamation. If Media shall at any time when CNET is entitled to exercise the Option:
a. declare any dividend upon its Common Shares;
b. offer for subscription pro rata to the holders of its Common Shares any additional shares of any class or other rights;
c. effect any capital reorganization or reclassification of the capital stock of Media, or consolidation, amalgamation or merger of Media with, or sale of securities all or substantially all of its assets to, another corporation;
d. effect a voluntary or involuntary dissolution, liquidation or winding-up of Media; or
e. fix a record date for or take any other voluntary actionaction which may result in any adjustment under the within provisions, avoid then in any one or seek more of such cases, Media shall give to avoid the observance holder at least 20 days' written notice of the record date or performance effective date as the case may be of any of the terms foregoing events. The adjustments provided for herein are cumulative and shall apply (without duplication) to successive subdivisions, consolidations, distributions or other events resulting in any adjustment under the within provisions, before the Expiry Time. Media shall not be observed or performed hereunder by the Companyrequired to issue fractional Common Shares in satisfaction of its obligations hereunder, but will at times in good faith assist in rather shall issue the carrying out nearest whole number of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentCommon Shares.
Appears in 1 contract
Sources: Option Agreement (Flonetwork Inc)
Adjustment. The Exercise Price in effect at any time and the number and kind of Warrant Shares securities purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence happening of certain events, events as follows:
a. (a) In case the VerticalBuyer shall (i) declare a dividend or make a distribution on its outstanding Shares, (ii) subdivide or reclassify its outstanding shares of Common Stock shall be subdivided into a greater number of shares, or (iii) combine or reclassify its outstanding shares or combined into a smaller number of shares, the number of Warrant Shares to be received by Exercise Price in effect at the Warrantholder upon exercise time of the purchase rights evidenced by this Warrant Agreement record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be appropriately adjusted such so that it shall equal the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced price determined by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and multiplying the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the denominator of which shall be the number of shares outstanding after giving effect to such action, and the numerator of which shall be the number of shares outstanding immediately prior to such action.
(b) In case VerticalBuyer shall fix a record date for the issuance of Common Stock rights or warrants to all holders of its common stock entitling them to subscribe for or purchase Shares (or securities convertible into common stock) at a price (the "Subscription Price") (or having a conversion price per share) less than the current market price of the Shares (as defined in Subsection (e) below) on the record date mentioned below, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the number of shares then comprising underlying Shares by the product of the Exercise Price in effect immediately prior to the date of such issuance multiplied by a fraction, the numerator of which shall be the sum of the number of Shares outstanding on the record date mentioned below and the number of additional Shares which the aggregate offering price of the total number of Shares so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the close such current market price per share of business on such record dateits common stock, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding at the close of business on such record date and the number of additional Shares offered for subscription or purchase (yor into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that Shares are not delivered (or securities convertible into its common stock are not delivered) after the expiration of such rights or warrants the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of Shares (or securities convertible into its common stock actually delivered).
(c) In case VerticalBuyer shall hereafter distribute to the holders of its common stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (a) above) or subscription rights or warrants (excluding those referred to in Subsection (b) above), then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the number of shares then comprising an Shares by the product of the Exercise Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the total number of shares Shares outstanding multiplied by the current market price of Common Stock constituting the Shares (as defined in Subsection (e) below), less the fair market value (as determined by VerticalBuyer's Board of Directors) of the assets or evidences of indebtedness so distributed or of such dividend rights or warrants, and the denominator of which shall be the total number of Shares outstanding multiplied by such current market price per share of its common stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of the Warrant is adjusted pursuant to Subsections (a), (b) or (c) above, the number of Shares purchasable upon exercise of the Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of the Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(e) For the purpose of any computation under Subsections (b) or (c) above, the current market price per share of its common stock at any date shall be deemed to be the average of the daily closing prices for 20 consecutive business days before such date. If The closing price for each day shall be the last sale price regular way or, in case no such reported sale takes place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which its common stock is admitted to trading or listed, or if not listed or admitted to trading on such exchange, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or if not listed or admitted to trading on such market, than the Over the Counter Bulletin Board ("OTCBB") or other similar organization if the OTCBB is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors.
(f) All calculations under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 8 to the contrary notwithstanding, VerticalBuyer shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section 8, as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in Shares, or any subdivision, reclassification or combination of its common stock, hereafter made by VerticalBuyer shall not result in any Federal Income tax liability to the type described in this Section 5(bholders of its common stock or securities convertible into its common stock.
(g) Whenever the Exercise Price is declared adjusted, as herein provided, VerticalBuyer shall promptly, but not so paid or madeno later than 10 days after any request for such an adjustment by CSPI, cause a notice setting forth the adjusted Exercise Price and adjusted number of Warrant Shares issuable upon exercise of the purchase rights evidenced Warrant and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to CSPI, at the address set forth herein, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. VerticalBuyer may retain a firm of independent certified public accountants selected by its board of directors (which may be the regular accountants employed by VerticalBuyer) to make any computation required by this Warrant Agreement Section 8, and a certificate signed by such firm shall again be adjusted conclusive evidence of the correctness of such adjustment.
(h) In the event that at any time, as a result of an adjustment made pursuant to Subsection (a) above, CSPI thereafter shall become entitled to receive any shares of VerticalBuyer, other than its common stock, thereafter the number of Warrant Shares that would be issuable such other shares so receivable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek shall be subject to avoid the observance or performance of any of the adjustment from time to time in a manner and on terms as nearly equivalent as practicable to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and with respect to its common stock contained in the taking of all such lawful action as may be necessary or appropriate in order Subsections (a) to protect the rights of the Warrantholder under this Section 5 against impairment(g), inclusive above.
Appears in 1 contract
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 1 contract
Sources: Warrant Agreement (Genprex, Inc.)
Adjustment. The number of Warrant Shares purchasable upon (a) Not later than five (5) business days before Closing, the exercise Majority Shareholder shall deliver to Radio One a statement (the "Preliminary Adjustment Statement") that sets forth a good faith estimate of the purchase rights evidenced by this Warrant Agreement amount of the Consolidated Accounts Payable, the Consolidated Accounts Receivable, the Consolidated Current Assets, the Consolidated Liabilities (including the Transaction Fees and Costs) at Closing and the Majority Shareholder's calculation of the Adjusted Consideration and the Merger Consideration. The Preliminary Adjustment Statement shall show the Majority Shareholder's calculations in reasonable detail and shall be subject accompanied by a good faith, estimated balance sheet of the ▇▇▇▇▇ Companies (as of the date of the Preliminary Adjustment Statement) prepared by the Company Accountant in accordance with GAAP and other supporting documentation. The Preliminary Adjustment Statement shall also be accompanied by a certificate of the Majority Shareholder (the "Preliminary Adjustment Certificate") certifying that the Shareholders' calculations are in accordance with the provisions of this Agreement.
(b) Not later than 90 days after Closing, Radio One shall deliver to adjustment from time the Majority Shareholder a statement (the "Final Adjustment Statement") that sets forth the amount of the Consolidated Accounts Payable, the Consolidated Accounts Receivable, the Consolidated Current Assets and the Consolidated Liabilities at Closing and Radio One's calculation of the Adjusted Consideration and the Merger Consideration for each Shareholder. The Final Adjustment Statement shall show Radio One's calculations in reasonable detail and shall be accompanied by a balance sheet of the Company (as of the Closing Date) prepared by Radio One's Accountant in accordance with GAAP and other supporting documentation. The Final Adjustment Statement shall also be accompanied by a certificate of Radio One certifying that Radio One's calculations are in accordance with the provisions of this Agreement.
(c) If the Majority Shareholder disputes any item in the Final Adjustment Statement, the Majority Shareholder shall notify Radio One in writing thereof (specifying the amount of each item in dispute and setting forth in detail the basis for each item in dispute) within ten (10) business days of the Majority Shareholder's receipt of the Final Adjustment Statement. If the Majority Shareholder does not notify Radio One of any such dispute within such time, then the Final Adjustment Statement shall be deemed to time upon be final and binding on the occurrence parties. In the event of certain eventssuch a dispute, the parties shall negotiate in good faith to attempt to reconcile their differences. If such dispute has not been resolved within twenty (20) business days, the parties shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, as follows:
a. In case promptly as practicable but in any event within twenty (20) business days, resolve the outstanding shares disputed items and report to the parties, and such report shall have the effect of Common Stock an arbitral award and shall be subdivided into a greater number final and binding on the parties. The fees and disbursements of shares or combined into a smaller number the Independent Accounting Firm shall be allocated between the parties in the same proportion as the award of sharesthe amount in dispute.
(d) If the Merger Consideration as determined in accordance with Section 1.10(c) differs from the amount calculated at the Effective Time, then within five (5) business days of such determination, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement parties shall be appropriately adjusted make appropriate settlement thereof. In any such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationsettlement, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which Radio One stock subject to settlement shall be determined by dividing the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution amount of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder settlement by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentClosing Price.
Appears in 1 contract
Sources: Merger Agreement (Radio One Inc)
Adjustment. The Exercise Price in effect at any time and the number and kind of Warrant Shares securities purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence happening of certain events, events as follows:
a. (a) In case the Company shall (i) declare a dividend or make a distribution on its outstanding Shares; (ii) subdivide or reclassify its outstanding shares of Common Stock shall be subdivided into a greater number of shares, or (iii) combine or reclassify its outstanding shares or combined into a smaller number of shares, the number of Warrant Shares to be received by Exercise Price in effect at the Warrantholder upon exercise time of the purchase rights evidenced by this Warrant Agreement record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be appropriately adjusted such so that it shall equal the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced price determined by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and multiplying the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the denominator of which shall be the number of shares outstanding after giving effect to such action, and the numerator of which shall be the number of shares outstanding immediately prior to such action.
(b) In case the Company shall fix a record date for the issuance of Common Stock rights or warrants to all holders of its common stock entitling them to subscribe for or purchase Shares (or securities convertible into common stock) at a price (the "Subscription Price") (or having a conversion price per share) less than the current market price of the Shares (as defined in Subsection (e) below) on the record date mentioned below, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the number of shares then comprising underlying Shares by the product of the Exercise Price in effect immediately prior to the date of such issuance multiplied by a fraction, the numerator of which shall be the sum of the number of Shares outstanding on the record date mentioned below and the number of additional Shares which the aggregate offering price of the total number of Shares so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the close such current market price per share of business on such record dateits common stock, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding at the close of business on such record date and the number of additional Shares offered for subscription or purchase (yor into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that Shares are not delivered (or securities convertible into its common stock are not delivered) after the expiration of such rights or warrants the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of Shares (or securities convertible into its common stock actually delivered).
(c) In case the Company shall hereafter distribute to the holders of its common stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (a) above) or subscription rights or warrants (excluding those referred to in Subsection (b) above), then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the number of shares then comprising an Shares by the product of the Exercise Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the total number of shares Shares outstanding multiplied by the current market price of Common Stock constituting the Shares (as defined in Subsection (e) below), less the fair market value (as determined by the Company's Board of Directors) of the assets or evidences of indebtedness so distributed or of such dividend rights or warrants, and the denominator of which shall be the total number of Shares outstanding multiplied by such current market price per share of its common stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of the Warrant is adjusted pursuant to Subsections (a), (b) or (c) above, the number of Shares purchasable upon exercise of the Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of the Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(e) For the purpose of any computation under Subsections (b) or (c) above, the current market price per share of its common stock at any date shall be deemed to be the average of the daily closing prices for 20 consecutive business days before such date. If The closing price for each day shall be the last sale price regular way or, in the case no such reported sale takes place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which its common stock is admitted to trading or listed, or if not listed or admitted to trading on such exchange, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or other similar organization if NASDAQ is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors.
(f) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least fifteen cents ($0.15) in such price; provided, however, that an adjustments which by reason of this Subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make any changes in the Exercise Price, in addition to those required by this Section 8, as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in Shares, or any subdivision, reclassification or combination of its common stock, hereafter made by the type described Company shall not result in this Section 5(bany Federal Income tax liability to the holders of its common stock or securities convertible into its common stock.
(g) Whenever the Exercise Price is declared adjusted, as herein provided, the Company shall promptly, but not so paid or madelater than 10 days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and adjusted number of Warrant Shares issuable upon exercise of the purchase rights evidenced Warrant and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the Holder, at the address set forth herein, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. The Company may retain a firm of independent certified public accountants selected by its board of directors (which may be the regular accountants employed by the Company) to make any computation required by this Warrant Agreement Section 8, and a certificate signed by such firm shall again be adjusted conclusive evidence of the correctness of such adjustment.
(h) In the event that at any time, as a result of an adjustment made pursuant to Subsection (a) above, the Holder thereafter shall become entitled to receive any shares of the Company, other than its common stock, thereafter the number of Warrant Shares that would be issuable such other shares so receivable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek shall be subject to avoid the observance or performance of any of the adjustment from time to time in a manner and on terms as nearly equivalent as practicable to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and with respect to its common stock contained in the taking of all such lawful action as may be necessary or appropriate in order Subsections (a) to protect the rights of the Warrantholder under this Section 5 against impairment(g) inclusive above.
Appears in 1 contract
Adjustment. The number of Warrant Shares purchasable upon (a) Seller shall cause the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares Adjustment to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement consummated as set forth on Exhibit D on or prior to the total number Closing Date in collaboration and consultation with Buyer; provided, that Seller may modify the Adjustment without the consent of outstanding shares of Common Stock immediately prior to Buyer, provided, that if such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, modification would either (i) materially increase the numerator liabilities of which the Business Group or the Buyer or any of its Affiliates (including, after the Closing, the Companies and the Subsidiaries), (ii) result in any material portion of the Business contemplated by this Agreement to be conveyed to Buyer not being so conveyed at Closing or (iii) modify the Adjustment in any material respect, then the consent of Buyer shall be required (such consent not to be unreasonably withheld). In the number event Seller proposes to modify the Adjustment from that set forth on Exhibit D, Seller shall provide Buyer with sufficient prior written notice thereof, which notice shall include sufficient details regarding the proposed change to enable Buyer the ability to fully understand the proposed change and impact thereof. In furtherance thereof, Seller shall provide Buyer drafts of shares all substantive documentation relating to the effectuation of Common Stock outstanding at the close Adjustment and an opportunity to reasonable and timely review and comment thereon. Buyer shall promptly review such documentation (and such review shall not unreasonably delay the effectuation of business on such record datethe Adjustment) and its review shall be to ensure the Adjustment is effected in a manner consistent with the terms of this Agreement.
(b) In connection with the Adjustment, and prior to the Closing, Seller shall, and shall cause its Affiliates to (i) transfer to the Companies and the wholly-owned Subsidiaries (A) all Transferred Assets that are not held by any of the Companies and the Subsidiaries as of the date of this Agreement; and (B) all liabilities arising out or relating to the use or operation of the Transferred Assets in the Business excluding any Retained Liabilities; and (ii) transfer to it and/or any of its Affiliates (other than the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or madeCompanies, the number of Warrant Shares issuable upon exercise of Subsidiaries and the purchase rights evidenced PC/JV Entities), and cause the transfer from the Companies, Subsidiaries and JV/PC Entities and the assumption by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of Seller and/or its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out Affiliates of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentRetained Liabilities.
Appears in 1 contract
Adjustment. The number of Warrant Shares purchasable initially upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain eventsevents during the Exercise Period, as follows:
a. 7.1. In case the outstanding shares event that the Company distributes a cash dividend, the effective date for the distribution thereof, will take place after the date of Common Stock the allocation of the Warrant to the Holder, but before the exercise or expiry of the Warrants, the Warrant Price shall be subdivided into decreased in respect of each Warrant Share by the amount of the dividend per share. For the avoidance of doubt, under no circumstances will the Warrant Price be decreased to a greater number price which is less than 10 Agorot per Warrant.
7.2. In the event that the Company distributes bonus shares, the effective date for the distribution of shares which takes place after the date of the allocation of the Warrant to the Holder, but before the exercise or combined into a smaller number expiry of sharesthe Warrants, the number of Warrant Shares to be received by which the Warrantholder Holder is entitled upon the exercise of the purchase rights evidenced Warrants shall increase by this the number of the Warrant Agreement shall be appropriately adjusted such Shares that the proportion Holder would have been entitled to as bonus shares, had he exercised the Warrants prior to the effective date for the distribution of the bonus shares. The Warrant Price shall not vary as a result of the increase in the number of Warrant Shares issuable upon exercise to which the Holder is entitled in the wake of the purchase rights evidenced by this Warrant Agreement to the total number distribution of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedbonus shares.
b. In the case 7.3. If rights to acquire any securities whatsoever are offered to Company shareholders by way of rights, the Company shall hereafter declare act with a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to view that the number of Warrant Shares that would be issuable the Holder is entitled to upon the exercise of the purchase Warrant will be adjusted multiplying it by the Benefit Ratio. Benefit Ratio - the closing price of the stock exchange on the "Last Trading Day" before the "X Date" divided by the base price of the ex-rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredstock.
c. The Company will not7.4. In any event of division or consolidation of the Company’s share capital, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary actioncorporate capitalization event of a significantly similar nature, avoid the Company shall effect such changes or seek adjustments as are required to avoid prevent dilution or increase in the observance or performance of any Holder’s rights, with respect to the number of the terms Warrant Shares in relation to be observed or performed hereunder the Warrants not yet exercised by the CompanyHolder and/or the Warrant Price of each Warrant.
7.5. In any event of a merger, but will at times in good faith assist spin-off and/or any other structural change, Warrants which have been granted under this Warrant, shall be replaced by, or converted to, an alternative Warrant in the carrying out of Company after such structural change, all at the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights absolute discretion of the Warrantholder under this Section 5 against impairmentCompany’s Board.
Appears in 1 contract
Adjustment. The number of Warrant Shares purchasable upon (a) If and whenever at any time from the exercise of date hereof and prior to the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as followsOption Expiry Time MGI shall:
a. In case the (i) subdivide, redivide or change its outstanding shares of MGI Common Stock shall be subdivided Shares into a greater number of shares shares; or
(ii) reduce, combine or combined consolidate its outstanding MGI Common Shares into a smaller number of shares; the Option Exercise Number shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation by multiplying the number of Warrant Shares to be received Option Exercise Number by the Warrantholder upon exercise fraction of which:
(i) the purchase rights evidenced by this Warrant Agreement numerator shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of MGI Common Shares outstanding shares immediately after such date; and
(ii) the denominator shall be the total number of MGI Common Stock Shares outstanding immediately prior to such subdivision date, and such adjustment shall be made successively whenever any event referred to in this Subsection 9.4(a) shall occur (and all adjustments in this Subsection are cumulative).
(b) If and whenever from the date hereof, MGI shall distribute rights, options or combination is warrants exercisable within a period of forty-five days after the record date for such distribution to subscribe for or purchase MGI Common Shares or securities exchangeable for or convertible into MGI Common Shares at a price per share or at an exchange or conversion value per share in the case of securities exchangeable for or convertible into MGI Common Shares equal to the proportion or less than 95% of the number of Warrant Current Market Price for MGI Common Shares issuable upon exercise determined as of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after record date for such subdivision or combinationdistribution, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all or substantially all of the holders of the outstanding shares of MGI Common Stock in shares of Common StockShares (any such event being called a "RIGHTS OFFERING"), the number Option Exercise Number shall be adjusted effective immediately after the record date on which holders of Warrant MGI Common Shares issuable upon exercise are determined for the purposes of the purchase rights evidenced Rights Offering to the Option Exercise Number determined by this Warrant Agreement shall be increased multiplying the Option Exercise Number in effect on such record date by dividing such number by a the fraction, ,
(i) the numerator of which shall be the aggregate of:
(A) the number of shares of MGI Common Stock Shares issued and outstanding at the close of business on such record date; and
(B) the number of MGI Common Shares offered pursuant to the Rights Offering or the maximum number of MGI Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, and as the case may be; and
(ii) the denominator of which shall be the sum of aggregate of:
(xA) the number determined by dividing either the product of:
1) the number of MGI Common Shares so offered; and
2) the price at which each of such MGI Common Shares is offered; or the product of:
1) the maximum number of MGI Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted; and
2) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Current Market Price of MGI Common Shares determined as of such record date. To the extent that such options, rights or warrants are not exercised prior to the expiry date thereof, the Option Exercise Number shall be re-adjusted effective immediately after such expiry date to the Option Exercise Number which would then have been in effect based upon the number of MGI Common Shares or securities exchangeable for or convertible into MGI Common Shares actually delivered on the exercise of such options, rights or warrants.
(c) If and whenever at any time from the date hereof and prior to the Option Expiry Time, MGI shall issue or distribute to the holders of all or substantially all of MGI's outstanding MGI Common Shares securities of MGI including rights, options or warrants to acquire shares of MGI (other than rights, options or warrants referred to in Subsection 9.4(b)) or securities convertible into or exchangeable for shares of MGI or property or assets including evidences of indebtedness, then upon exercise of the Option Discreet shall be entitled to receive, and shall accept for the same aggregate consideration, in addition to the MGI Common Stock outstanding Shares to which it was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which Discreet would have been entitled to receive as a result of such issue or distribution as if, on the effective date thereof, Discreet had been the registered holder of the number of MGI Common Shares to which it was theretofore entitled upon such exercise and if determined appropriate by the directors of MGI, appropriate adjustments shall be made as a result of any such subdivision, redivision, change, reduction, combination, consolidation, issue or distribution to the rights and interests of Discreet thereafter so that the provisions of this Article 9 shall thereafter apply correspondingly to any shares, other securities or other property thereafter deliverable upon the exercise of the Option and any such adjustments shall be made by and set forth in an agreement supplemental hereto approved by the directors of MGI and absent manifest error, shall for all purposes be conclusively deemed to be an appropriate adjustment.
(d) If and whenever at any time from the close date hereof and prior to the Option Expiry Time, there is a reclassification of business on the MGI Common Shares or a capital reorganisation of MGI other than as described in Subsection 9.4(a), 9.4(b) or 9.4(c) or a consolidation, amalgamation or merger of MGI with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of MGI as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or the payment by MGI of a stock dividend (other than a stock dividend declared in the ordinary course of business) (other than the Arrangement), then upon exercise of the Option Discreet, to the extent it has not exercised the Option prior to the effective date of such reclassification, reorganization, consolidation, amalgamation, merger, sale, conveyance or payment, upon the exercise of such right thereafter, shall be entitled to receive and shall accept the kind and
(e) In any case in which this Section 9.4 shall require that an adjustment shall become effective immediately after a record date, for an event referred to herein, MGI may defer, until the occurrence of such event, issuing to Discreet, if Discreet exercises the Option after such record date and (y) before the total number occurrence of shares of such event the additional MGI Common Stock constituting Shares or other securities or property issuable upon such dividend or distribution. If any dividend or distribution exercise by reason of the type described in this Section 5(b) is declared but not so paid adjustment required by such appropriate instrument evidencing Discreet's right to receive such additional MGI Common Shares, other securities or madeproperty, as the number of Warrant Shares issuable case may be, upon exercise the occurrence of the purchase rights evidenced by this Warrant Agreement shall again be adjusted event requiring such adjustment and the right to receive any property, as the number case may be, declared in favour of Warrant Shares that would be issuable upon exercise holders of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will notrecord of MGI Common Shares, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of other securities or any other voluntary actionproperty, avoid as the case may be, on and after the date of exercise or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companysuch later date as Discreet would, but will at times in good faith assist in the carrying out of all for the provisions of this Section 5 and Subsection 9.4(e), have become the holder of record of such additional MGI Common Shares, other securities or property, as the case may be, pursuant to the due exercise of the Option held by such holder.
(f) After any adjustment pursuant to this Section, the term "MGI COMMON SHARES" where used in the taking this Agreement shall be interpreted to mean securities of any class or classes which, as a result of all such lawful action as may be necessary or appropriate in order prior adjustments pursuant to protect this Section, Discreet is entitled to receive upon the rights exercise of the Warrantholder under Option, and the number of MGI Common Shares indicated in any exercise made pursuant to a Warrant shall be interpreted to mean the number of securities which, as a result of all prior adjustments pursuant to this Section 5 against impairment9.4, Discreet is entitled to receive upon the exercise of the Option.
Appears in 1 contract
Adjustment. The If at any time the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution of, or shall in any manner (whether directly or indirectly by assumption in a consolidation or in a merger in which the Corporation is the surviving corporation or otherwise) issue, to any Person or Persons, any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange determined pursuant to Section 3.8(a) and Section 3.8(e) shall be less than the Reference Price determined as of the applicable time of determination specified in the last sentence of this Section 3.6(a), then the maximum number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock issuable upon the conversion or exchange of such Convertible Securities determined as of such applicable time shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares deemed to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Additional Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to issued as of such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after applicable time for such subdivision or combination, consideration per share and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at for which each Warrant is exercisable and the close of business on such record date, and (ii) the denominator of which Warrant Price shall be adjusted as provided in Section 3.4. If the sum terms of any Convertible Securities provide for any issuance of additional Convertible Securities (xwhether in payment of dividends or interest or otherwise), then each occasion on which any such additional Convertible Securities are issued shall be deemed a new issuance of Convertible Securities for which an adjustment pursuant to this Section 3.6 shall be made. The applicable time of determination shall be:
(i) if the number event requiring the adjustment is the taking of shares a record date for any dividend or distribution of Common Stock outstanding at Rights referred to in this Section 3.6(a), as of either the close of business on such record date and (y) or the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if date such dividend or distribution had not been declared.is paid, whichever produces the highest Reference Price, or
c. The Company will not, by amendment (ii) in the case of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary actionissuance of Rights, avoid or seek immediately prior to avoid the observance or performance time of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentissuance.
Appears in 1 contract
Sources: Securities Purchase Agreement (TPG Advisors Iii Inc)
Adjustment. The initial conversion price shall be adjusted according to the following items:
(a) Dividends and share split When the Bonds are outstanding at any time, if the Company: (i) pays dividends by securities or security equivalents of the Company or distributes dividends in any way (for the avoidance of any doubt, any ordinary shares issued by the Company for the conversion of the Bonds and the reserved shares distributed under the employee stock option plan shall be excluded); (ii) splits the outstanding securities of the Company in order to increase the number of Warrant Shares purchasable upon the exercise shares; or (iii) incorporates outstanding securities of the purchase rights evidenced by this Warrant Agreement shall be subject Company (including the form reverse to adjustment from time share split) to time upon decrease the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Conversion Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number multiplied by a fraction, whose numerator is the number of outstanding securities of the Company immediate before the occurrence of the matter (excluding treasury shares but including reserved shares of the Company), and denominator is the number of outstanding securities of the Company immediate after the occurrence of the matter (including reserved shares). Any adjustment made according to the aforesaid conditions shall come into effect immediately after the record date of deciding the shareholders having rights to obtain dividends or allocations, and for the purpose of share split, incorporation or reclassification, shall come into effect immediate after such matters come into effect.
(b) Distribution of dividends in cash or allocations When the Bonds are outstanding, if the Company distributes dividends or conducts allocations for the holders of the securities of the Company in cash only, the Conversion Price shall be decreased accordingly, the decreased amount shall be obtained by multiplying the Conversion Price effective at the record date of deciding the shareholders having rights to obtain the dividends or allocations by a fraction, whose (i) numerator is the numerator of which shall be the number of shares of Common Stock outstanding Conversion Price effective at the close said record date minus the cash amount to be distributed per security of business on such record date, the Company; and (ii) denominator is the denominator Conversion Price effective at the said record date. Convertible Bond Subscription Agreement 27
(c) Adjustment to other dividends or allocations If the Company distributes dividends or conducts other allocations (excluding reserved shares distributed under the employee stock option plan) by allotting securities other than the securities of the Company at any time or from time to time (or setting a fixed record date of deciding the Holder of securities of the Company having rights to obtain dividends or allocations), the Company shall make a reserve, so that when converting any Convertible Bonds, the Holder may obtain a certain number of such other securities, except the ordinary shares to be allotted, just as the Holder converts the Convertible Bonds into ordinary shares immediately before the allotment of such other securities, which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted subject to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentadjustment hereunder.
Appears in 1 contract
Sources: Convertible Bond Subscription Agreement (Changyou.com LTD)
Adjustment. As of the Effective Time, Parent shall assume in full each Continued Stock Option (as defined in this Section 2.04(b)) and the related obligations provided herein. The assumption of a Continued Stock Option shall not modify (except as required hereunder) any of the terms thereof. Pursuant to the terms of the Stock Option Plans, the Company shall cause each Existing Stock Option for which the consent specified in Section 2.04(a) has not been obtained as of the Effective Time (the “Continued Stock Options”) to be automatically converted at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, but subject to the Cash-Out Right of the holder thereof, into a right (each, an “Adjusted Award”) with respect to the greatest whole number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding preferred shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, Parent (the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination “Parent Shares”) which is equal to the proportion quotient of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum product of (x) the number of shares of Common Shares covered by such Continued Stock outstanding at Option immediately prior to the close of business on such record date and Effective Time, multiplied by (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution Merger Consideration, expressed in Euros, converted using the Closing Date Exchange Rate, divided by (ii) the average of the type described closing prices for a Parent Share (the "Closing Trading Price”) over the 20 consecutive trading days immediately preceding the Effective Time as reported on the Frankfurt Stock Exchange and published in this Section 5(bthe Handelsblatt. Each such Adjusted Award shall entitle the holder thereof to receive, on exercise of any portion of such Adjusted Award prior to its expiration and on the same terms and conditions, mutatis mutandis, as were applicable to the corresponding Continued Stock Option immediately prior to the Effective Time, an amount in cash equal to the excess, if any, of the Exercise Trading Price on the date of exercise over the Adjusted Exercise Price applicable under such Adjusted Award, subject to applicable income and employment tax withholding amounts and other statutory social charges (if any) is declared but not so paid required to be withheld by the Company or madeany of its Subsidiaries under any applicable law. The “Adjusted Exercise Price” for each Parent Share covered by an Adjusted Award shall equal the quotient of (i) the product of (x) the exercise price per Share applicable under the corresponding Continued Stock Option immediately prior to the Effective Time, expressed in Euros converted using the Closing Date Exchange Rate, multiplied by (y) the number of Warrant Shares issuable upon exercise of covered by such Continued Stock Option immediately prior to the purchase rights evidenced Effective Time, divided by this Warrant Agreement shall again be adjusted to (ii) the number of Warrant Parent Shares that would be issuable upon exercise of covered by such Adjusted Award immediately following the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions Effective Time. For purposes of this Section 5 2.04(b), the exercise price applicable under each Continued Stock Option and the Merger Consideration shall be converted into Euros using the average of the exchange rates to convert one U.S. dollar into one Euro over the 20 consecutive trading days immediately preceding the Effective Time as published by the European Central Bank (the “Closing Date Exchange Rate”). The “Exercise Trading Price” shall equal the closing price of a Parent Share as reported on the Frankfurt Stock Exchange and published in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.Handelsblatt. For purposes of
Appears in 1 contract
Sources: Merger Agreement (Dial Corp /New/)
Adjustment. 4.1. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon the occurrence of certain eventsexercise, as follows:
a. In case (a) If the Company at any time or from time to time after the date hereof effects a subdivision of the outstanding shares of Common Stock shall be subdivided into a greater number of shares Shares or combined into a smaller number of sharesconsolidates the outstanding Shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and then the Exercise Price shall be proportionately adjusted such to that price determined by multiplying the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution immediately prior to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number event by a fraction, :
(i) the numerator of which shall be the total number of shares of Common Stock outstanding at the close of business on Shares immediately prior to such record date, and event; and
(ii) the denominator of which shall be the sum total number of outstanding Shares immediately after such event. Upon each adjustment of the Exercise Price as provided in this paragraph (x) a), the Holder shall thereafter be entitled to acquire, at the Exercise Price resulting from such adjustment, the number of shares Shares (calculated to the nearest Share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Common Stock Shares which may be acquired hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.
(b) If the Company at any time or from time to time after the date hereof makes, or fixes a record date for the determination of holders of Shares entitled to receive a dividend or other distribution payable in additional Shares, then in each such event the Exercise Price that is then in effect shall be adjusted as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction:
(i) the numerator of which is the total number of Shares issued and outstanding at immediately prior to the time of such issuance or the close of business on such record date; and
(ii) the denominator of which is the total number of Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Shares issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and (y) thereafter the total number Exercise Price shall be adjusted pursuant to this section to reflect the actual payment of shares of Common Stock constituting such dividend or distribution. Upon each adjustment of the Exercise Price as provided in this paragraph (b), the Holder shall thereafter be entitled to acquire, at the Exercise Price resulting from such adjustment, the number of Shares (calculated to the nearest Share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Shares which may be acquired hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.
(c) If the Company at any time or from time to time after the date hereof makes, or fixes a record date for the determination of holders of Shares entitled to receive, a dividend or other distribution payable in securities of the type described Company other than Shares, then in each such event provision shall be made so that the Holder shall receive upon exercise of this Warrant, in addition to the number of Shares receivable thereupon, the amount of other securities of the Company which it would have received had this Warrant been exercised for such number of Shares immediately prior to the date of such event (or record date of such event) and had the Holder thereafter, during the period from the date of such event to and including the exercise date, retained such securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this section and the Company's Articles of Association as shall be in effect from time to time, with respect to the rights of the Holder.
(d) In case the Shares issuable upon exercise of this Warrant are changed into the same or different number of shares of any class or classes of shares, whether by recapitalization, reclassification or otherwise (other than a subdivision or consolidation of shares, share dividend or other reorganization, provided for elsewhere in this Section 5(b) Section), then in each such event this Warrant shall be exercised into the kind and amount of shares or other securities and property receivable on such recapitalization, reclassification or other change that the Holder would have been entitled to receive thereupon had the Holder been the registered holder of the number of Shares into which this Warrant might have been exercised immediately prior thereto.
4.2. Whenever an adjustment is declared but not so paid or madeeffected hereunder, the Company shall, at its expense, promptly compute such adjustment and deliver to the Holder a certificate setting forth the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities (or any other voluntary actionsecurities) for which this Warrant is exercisable and the Exercise Price as a result of such adjustment, avoid or seek to avoid the observance or performance of any a brief statement of the terms facts requiring such adjustment and the computation thereof and when such adjustment has or will become effective.
4.3. Except as otherwise provided herein, Sections 4.1(a) to 4.1(d) hereof are intended to operate independently of one another. If an event occurs that requires the application of more than one subsection, all applicable subsections shall be observed or performed hereunder by the Companygiven independent effect, but will at times in good faith assist in there shall be no duplicate adjustments if two separate subsections provide the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentsame protection.
Appears in 1 contract
Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Closing Date, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement Warrants notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows:
a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrants in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrants disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrants and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement SECTION 5.02(a) shall become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close exercise in whole or part of business on such record datethe Warrant.
(b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company will, if requested, promptly obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price, and (iithe Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the Holder(s) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number Warrants a copy of Warrant Shares issuable upon exercise such certificate from such firm of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredindependent public accountants.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 1 contract
Sources: Securities Purchase Agreement (Brothers Gourmet Coffees Inc)
Adjustment. The Option Exercise Price and the number of Warrant Common Shares purchasable to be purchased by an Optionee upon the exercise of an Option will be adjusted, with respect to the purchase rights evidenced then unexercised portion thereof, by this Warrant Agreement shall be subject to adjustment the Board of Directors from time to time (on the basis of such advice as the Board of Directors considers appropriate, including, if considered appropriate by the Board of Directors, a certificate of the auditors of the Company) in the event and in accordance with the provisions and rules set out below any dispute that arises at any time with respect to any adjustment pursuant to such determination will be conclusively determined by the Board of Directors, and any such determination will be binding on the Company, the Optionee and all other affected parties. In the event that a dividend is declared upon the occurrence Common Shares payable in Common Shares (other than in lieu of certain events, as follows:
a. In case dividends paid in the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharesordinary course), the number of Warrant Common Shares then subject to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement any Option shall be appropriately adjusted by adding to each such that the proportion of Common Share the number of Warrant Common Shares issuable upon exercise which would be distributed thereon if such Common Share had been outstanding on the date fixed for determining members entitled to receive such stock dividend. In the event that the outstanding Common Shares are changed into or exchanged for a different number or kind of Common Shares or other securities of the purchase rights evidenced by Company or of another corporation, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then there shall be substituted for each Common Share subject to any Option the number and kind of Common Shares or other securities of the Company or another corporation into which each outstanding Common Share shall be so changed or for which each such Common Share shall be exchanged. In the event that there is any change, other than specified above in this Warrant Agreement Article 16, in the number or kind of outstanding Common Shares or of any securities in which such Common Shares shall have been changed or for which they shall have been exchanged, then, if the Board of Directors, in its sole discretion, determines that such change equitably requires an adjustment to be made in the number or kind of Common Shares subject to the total Plan, an equitable adjustment shall be made in number of outstanding shares or kind of Common Stock immediately Shares, such adjustment to be reasonably determined by the Board of Directors and to be effective and binding for all purposes. In the case of any such substitution or adjustment as provided for in this article 16, the Option Exercise Price in respect of each Option for each Common Share covered thereby prior to such subdivision substitution or combination is equal to the proportion of adjustment will be proportionately and appropriately varied, such variation shall generally require that the number of Warrant Common Shares issuable upon exercise of or securities covered by the purchase rights evidenced Option after the relevant event multiplied by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the varied Option Exercise Price shall be proportionately adjusted such equal the number of Common Shares covered by the Option prior to the relevant event multiplied by the original Option Exercise Price. In the event that the aggregate Exercise Price Company distributes by way of a dividend, or otherwise, to all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to substantially all holders of the outstanding Common Shares, property, evidences of indebtedness or shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise or other securities of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionCompany (other than Common Shares) or rights, (i) the numerator of which shall be the number of shares of options or warrants to acquire Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Shares or securities convertible into or exchangeable for Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend Shares or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of other securities or any other voluntary action, avoid or seek to avoid the observance or performance property of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist other than as a dividend in the carrying out ordinary course, then, if the Board of all the provisions of this Section 5 and Directors, in its sole discretion, determines that such action equitably requires an adjustment in the taking Option Exercise Price or number of Common Shares subject to any Option, or both, such adjustments shall be made by the Board of Directors and shall be effective and binding for all such lawful action as may purposes. No adjustment or substitution provided for in this Article 16 shall require the Company to issue a fractional share in respect of any Option and the total substitution or adjustment with respect to each Option shall be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentlimited accordingly.
Appears in 1 contract
Sources: Share Exchange and Share Purchase Agreement (I Tech Holdings Inc)
Adjustment. The number of Warrant Shares purchasable shares of New Common Stock issuable upon the exercise of the purchase rights evidenced by this each Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsevents (each, an "ADJUSTMENT EVENT") as follows:
a. (a) In case the event that Purina shall (i) declare and pay a dividend or make any other distribution with respect to the New Common Stock in shares of New Common Stock, (ii) subdivide the outstanding shares of New Common Stock, (iii) combine the outstanding New Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharesshares or (iv) issue any shares of the New Common Stock in a reclassification of the New Common Stock (including any such reclassification in connection with a merger, consolidation or other business combination in which Purina is the continuing corporation), the number of shares of New Common Stock issuable upon the exercise of each Warrant Shares immediately prior to an Adjustment Event shall be adjusted so that Koch ▇▇▇ll thereafter be entitled to receive the number of shares of New Common Stock that Koch ▇▇ entitled to pursuant to Section 1.
(b) In the event that Purina shall issue rights, options, warrants or securities convertible into or exchangeable for shares of New Common Stock (other than rights, options, warrants or securities issued under an employee or director plan or award or upon the exercise thereof) at a price that is lower than the current market value per share of New Common Stock as of the Adjustment Event, the number of shares of New Common Stock thereafter issuable upon the exercise of all the Warrants shall be determined by multiplying the number of shares of New Common Stock to which Koch ▇▇▇ld have been entitled upon the exercise of all the Warrants before the Adjustment Event by a fraction consisting of (i) a numerator equal to the number of shares of New Common Stock outstanding immediately before the Adjustment Event plus the number of shares of New Common Stock available for subscription or purchase or to be issued upon conversion or exchange of each convertible or exchangeable securities and (ii) a denominator equal to the number of shares of New Common Stock outstanding immediately before the Adjustment Event plus the number of shares of New Common Stock that could have been purchased immediately before the Adjustment Event with the aggregate consideration to be received by Purina in connection with the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement Adjustment Event. Notwithstanding anything to the total number contrary contained herein, the issuance of outstanding shares of New Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding rights, options, warrants or securities convertible into or exchangeable for shares of New Common Stock immediately after such subdivision to any officer, director or combination, and the Exercise Price employee of Purina or any of its subsidiaries pursuant to a benefit plan shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangednot constitute an Adjustment Event.
b. (c) In the case the Company event that Purina shall hereafter declare a dividend or distribution distribute to all holders of the outstanding shares of New Common Stock in evidence of indebtedness or any other assets (other than a cash distribution made as a dividend payable out of earnings or out of any surplus legally available for dividends under the laws of the state of Delaware) or rights to subscribe or purchase shares of New Common Stock, the number of Warrant Shares shares of New Common Stock thereafter issuable upon the exercise of the purchase rights evidenced by this a Warrant Agreement shall be increased determined by dividing such number by a fraction, (i) the numerator of which shall be multiplying the number of shares of Common Stock outstanding issuable upon exercise of a Warrant immediately prior to Adjustment Event by a fraction consisting of (i) a numerator equal to the current market price per share of New Common Stock at the close of business on record date used to determine the holders entitled to such record date, dividend or distribution and (ii) a denominator equal to such current market value per share less the denominator then fair market value of which the portion of such evidence of indebtedness or assets so distributed, or of such subscription or purchase rights, applicable to one share of New Common Stock, as determined in good faith by the Board of Directors of Purina (the "BOARD OF DIRECTORS"). Any adjustment made pursuant to this Section 8(c) shall be become effective retroactively immediately after the sum record date for the determination of stockholders entitled to receive such distribution.
(xd) In the event that Purina enters into a merger, consolidation or other business combination with or into another corporation, or Purina sells or transfers its property, assets and business substantially as an entirety to a successor corporation, then the New Common Stock is, in effect, changed into a different kind or class of stock or other securities or property, in whole or in part, and Purina or the successor company, as the case may be, shall execute and deliver to Koch ▇ ▇upplemental agreement providing that Koch ▇▇▇ll have the right under and upon the exercise of each Warrant to receive the kind and amount of shares of stock or other securities or property receivable upon such merger, consolidation or other business combination, or upon the dissolution following such sale or transfer, by a holder of the number of shares of New Common Stock outstanding at of the close successor company immediately prior to such change. Such supplemental agreement shall provide for adjustments that are as equivalent as practicable to the adjustments provided for in this Section 8.
(e) In the event that Purina shall take any action other than an action described in this Section 8 that would materially and adversely affect the rights of business on such record date and (y) Koch ▇▇▇er this Agreement, the total number of shares of New Common Stock constituting issuable upon the exercise of each Warrant shall be adjusted in such dividend or distribution. If manner and at such time as the Board of Directors may determine, in good faith, to be equitable under the circumstances.
(f) The certificate of any dividend or distribution independent firm of the type described in public accounting of recognized standing, to be mutually agreed upon by Purina and Koch, ▇▇all be conclusive evidence that any calculation made pursuant to this Section 5(b8 is correct. The fees and expenses of such public accounting firm shall be borne one-half (1/2) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 Purina and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.one-half (1/2)
Appears in 1 contract
Sources: Warrant Agreement (Pm Holdings Corp)
Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as followsprovided in this Section 5:
a. (1) In case the outstanding Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock (including the ten percent (10%) dividend payable in Common Stock on November 15, 1995) or shall issue shares of Common Stock shall be subdivided into a greater number pursuant to exercises of shares or combined into a smaller number of sharesoutstanding stock options, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend, issuance or other distribution, such increase to become effective immediately after the opening of business on the day following such distribution, provided, however, that in no event shall the Warrant be exercised for more than 19.9 percent of the shares of Common Stock issued and outstanding after exercise of the Warrant.
(x2) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective, provided, however, that in no event shall the Warrant be exercised for more than 19.9 percent of the shares of Common Stock issued and outstanding after exercise of the Warrant.
(3) The reclassification of Common Stock into securities (other than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective," or "the day upon which such combination becomes effective," as the case may be, within the meaning of clause (y2) above.
(4) The Corporation may make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(brecipients.
(B) is declared but not so paid or made, Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction in which the numerator is equal to the number of shares of Common Stock purchaseable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchaseable after the adjustment; provided, however, that no adjustment shall be made to the Exercise Price in connection with or as a result of the ten percent (10%) stock dividend payable on November 15, 1995.
(C) For the purpose of this Section 5, the term "Common Stock" shall include any shares of the Corporation of any class or series which has no preference or priority in the payment of dividends or in the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and which is not subject to redemption by the Corporation.
(D) Whenever the number of shares for which this Warrant Shares is exercisable is adjusted as provided in this Section 5, the Corporation shall promptly compute such adjustment and mail to the Holder a certificate, signed by a principal financial officer of the Corporation, setting forth the number of shares of Common Stock for which this Warrant is exercisable as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof and when such adjustment will become effective; provided, however, that would no such notice shall be issuable required in connection with the ten percent (10%) stock dividend payable on November 15, 1995 upon payment of which the number of shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will notshall automatically, by amendment of its certificate of incorporation or through without any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any further action of the terms to Holder or the Corporation, be observed or performed hereunder by the Company, but will at times adjusted in good faith assist in the carrying out of all accordance with the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment5(A)(1) hereof.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (First Harrisburg Bancor Inc)
Adjustment. The number of Warrant Shares purchasable upon Promptly following the exercise determination of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionNet Cash ---------- Advance Balance, (i) if the numerator of which Net Cash Advance Balance appearing on the Final Closing Statement reflects an amount owing from Seller to the Subsidiaries, the amount thereof shall be the number of shares of Common Stock outstanding at the close of business on such record datepaid by Seller to Purchaser, and (ii) if the denominator of which Net Cash -- Advance Balance appearing on the Final Closing Statement reflects an amount owing from the Subsidiaries to Seller, the amount thereof (the "Deficit Amount") shall be paid by Purchaser to Seller; provided that, solely with respect to the sum of Deficit Amount payable by Purchaser to Seller, (x) the number Deficit Amount shall be - paid by Purchaser in cash to the extent of shares the aggregate amount of Common Stock outstanding at all cash and cash equivalents collected by the close Subsidiaries from and after the Closing up to the date of business on such record date payment, and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number extent the Subsidiaries shall not have - collected an amount of Warrant Shares that would be issuable upon exercise of cash and cash equivalents equal to the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will notDeficit Amount, by amendment of its certificate of incorporation or through any reorganizationthen, recapitalizationwith respect to the balance thereof, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms Purchaser shall cause to be observed or performed hereunder by the Companytransferred and assigned to Seller, but will pursuant to documentation reasonably acceptable to Seller, account receivables from trade creditors of such Subsidiaries reasonably acceptable to Seller in an amount at times in good faith assist in the carrying out of all the provisions of this Section 5 least equal to such balance. Purchaser shall, and in the taking of all shall cause such lawful action Subsidiaries to, cooperate with Seller and take such reasonable actions as may shall be necessary or appropriate to vest in order Seller all right, title and interest in and to protect the rights account receivables assigned to Seller pursuant to this Subsection 5.18.7 (and, in the event any such account receivable may not be assigned and transferred to Seller but for the consent of the Warrantholder debtor thereunder, which consent shall not have been obtained, Purchaser shall cooperate with Seller and take such actions reasonable with respect to such account receivable in the name of such Subsidiary but for the benefit of Seller so as to provide Seller with the economic benefits under this Section 5 against impairmentsuch account receivable). Seller shall promptly return to Purchaser the proceeds of such account receivables following receipt thereof to the extent such proceeds exceed the balance owing to Seller hereunder.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Cyprus Amax Minerals Co)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. (a) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. (b) In the case the Company Corporation shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. (c) In the event the Corporation shall make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in any securities of the Corporation other than shares of Common Stock (including, but not limited to, any other class of capital stock or debt securities), then and in each such event the Board shall, to the fullest extent permitted by law, take all lawful actions so that the Warrantholder shall receive upon exercise of the purchase rights evidenced by this Warrant Agreement, in addition to the number of Warrant Shares receivable upon exercise of the purchase rights evidenced by this Warrant Agreement, the number of such other securities of the Corporation which the Warrantholder would have received had the purchase rights evidenced by this Warrant Agreement been exercised on the date of such event and had such holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by such holder as aforesaid during such period, giving application to all adjustments called for during such period under this Section 5 as applied to such distributed securities.
(d) The Company Corporation will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the CompanyCorporation, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 1 contract
Sources: Warrant Agreement (Genprex, Inc.)
Adjustment. The (a) If the Company shall pay to the holders of Shares a dividend payable in Shares of Common Stock or shall subdivide the outstanding Shares of Common Stock into a greater number of Warrant Shares purchasable upon or shall combine the exercise outstanding Shares of Common Stock into a smaller number of Shares, the purchase rights evidenced by this Warrant Agreement Director Units and the Base Price Per Share shall be subject to adjustment from time to time upon the occurrence of certain events, proportionately adjusted as follows:
a. (i) If the Company pays a dividend in Shares of Common Stock, the Base Price Per Share in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend shall be reduced by multiplying such Base Price Per Share by a fraction, the numerator of which shall be the number of Shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of Shares and the total number of Shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination;
(ii) In case the outstanding shares Shares of Common Stock shall be subdivided into a greater number of shares or Shares of Common Stock, the Base Price Per Share in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding Shares of Common Stock shall each be combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the Base Price Per Share in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective;
(iii) Upon each adjustment of the Base Price Per Share pursuant to this subparagraph (a), the number of Warrant Shares issuable upon exercise of Director Units held by the purchase rights evidenced by this Warrant Agreement Director immediately prior to such adjustment shall be increased adjusted to a number of Director Units equal to the number of Director Units held by dividing the Director immediately prior to such number adjustment multiplied by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on Base Price Per Share in effect immediately prior to such record date, adjustment and (ii) the denominator of which shall be the sum of Base Price Per Share in effect immediately after such adjustment.
(xb) Except as expressly provided in subparagraph (a) above, the number issuance by the Company of shares of Common Stock outstanding at stock of any class, or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the close exercise of business on such record date and (y) the total number rights or warrants to subscribe therefor, or upon conversion of shares of Common Stock constituting such dividend or distribution. If other securities, and in any dividend case whether or distribution of the type described in this Section 5(b) is declared but not so paid or madefor fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend Director Units or distribution had not been declaredBase Price Per Share.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 1 contract
Adjustment. The number of Warrant Convertible Preferred Shares (and the number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4.
4.1. If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Convertible Preferred Shares to the holders of Convertible Preferred Shares (i.e., bonus shares), the number of Convertible Preferred Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Convertible Preferred Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately.
4.2. If, as follows:
a. In case during the term of this Warrant, the outstanding shares of Common Stock Convertible Preferred Shares shall be subdivided into a greater number of shares or Convertible Preferred Shares, the number of Convertible Preferred Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Convertible Preferred Shares shall each be combined into a smaller number of sharesConvertible Preferred Shares, the number of Warrant Convertible Preferred Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately.
b. 4.3. Reorganization, Reclassification, Merger, Consolidation or ---------------------------------------------------------- Disposition of Assets ---------------------
(a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Convertible Preferred Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Convertible Preferred Shares for which this Warrant is exercisable immediately prior to such event.
(b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Convertible Preferred Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4.
c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.
Appears in 1 contract
Sources: Warrant Agreement (Viryanet LTD)
Adjustment. In the event of any subdivision or change or subdivisions or changes of the shares of Common Stock of the Company at any time while this Warrant is outstanding into a greater number of shares of Common Stock, the Company shall thereafter deliver at the time of purchase of shares of Common Stock under this Warrant, in lieu of the number of shares of Common Stock in respect of which the right to purchase is then being exercised, such greater number of shares of Common Stock of the Company as would result from said subdivision or change or subdivisions or changes had the right of purchase been exercised before such subdivision or change or subdivisions or changes without the holder making any additional payment or giving any other consideration therefor. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by shares for which this Warrant Agreement shall be is exercisable and the time period for exercise are subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. : In case the outstanding event of any consolidation or consolidations of the shares of Common Stock shall be subdivided of the Company at any time while this Warrant is outstanding into a greater lesser number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number Company shall thereafter deliver, and the holder of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionaccept, (i) at the numerator time of which shall be purchase of shares of Common Stock under this Warrant, in lieu of the number of shares of Common Stock outstanding in respect of which the right to purchase is then being exercised, such lesser number of shares of Common Stock of the Company as would result from such consolidation or consolidations had the right of purchase been exercised before such consolidation or consolidations. In the event of any reclassification or reclassifications of the shares of Common Stock of the Company at any time while this Warrant is outstanding, the Company shall thereafter deliver at the close time of business on such record date, and (ii) purchase of shares of Common Stock under this Warrant the denominator number of shares of the Company of the appropriate class or classes resulting from said reclassification or reclassifications as the holder would have been entitled to receive in respect of purchase of shares of Common Stock in respect of which the right of purchase is then being exercised had the right of purchase been exercised before such reclassification or reclassifications. If the Company, at any time while this Warrant is outstanding, shall distribute any class of shares or rights, options or warrants (other than those referred to above) or evidence of indebtedness or property (excluding cash dividends paid in the ordinary course) to holders of shares of Common Stock of the Company, the number of shares to be issued by the sum Company under this Warrant shall, at the time of (x) purchase, be appropriately adjusted and the holder shall receive, in lieu of the number of shares in respect of which the right to purchase is then being exercised, the aggregate number of shares or other securities or property that the holder would have been entitled to receive as a result of such event if, on the record date thereof, the holder has been the registered holder of the number of shares of Common Stock outstanding to which the holder was theretofore entitled upon exercise of the rights of the holder hereunder. If the Company, at any time while this Warrant is outstanding, shall pay any stock dividend or stock dividends upon shares of stock of the Company of the class or classes in respect of which the right to purchase is then given under this Warrant, then the Company shall thereafter deliver at the close time of business on such record date and (y) purchase of shares under this Warrant, in addition to the total number of shares of Common Stock constituting such stock of the Company in respect of which the right of purchase is then being exercised, the additional number of shares of the appropriate class or classes as would have been payable on the shares of stock of the Company so purchased if the shares so purchased had been outstanding on the record date for the payment of the said stock dividend or distributionstock dividends. If any dividend or distribution On the happening of the type described in this Section 5(b) is declared but not so paid or madeeach and every such event, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the applicable provisions of this Section 5 Warrant shall, ipso facto, be deemed to be amended accordingly and in the taking of Company shall take all necessary action so as to comply with such lawful action provisions as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentso amended.
Appears in 1 contract
Adjustment. The number (a) Upon each adjustment of Warrant Shares purchasable upon the exercise price, the holder of the purchase rights evidenced by this Warrant Agreement shall thereafter be subject entitled to adjustment purchase, at the exercise price resulting from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharessuch adjustment, the number of Warrant Shares shares obtained by multiplying the exercise price in effect immediately prior to be received such adjustment by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the exercise of the purchase rights evidenced by this Warrant Agreement price resulting from such adjustment, and rounding down to the total nearest whole share.
(b) If the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, or other similar event, the exercise price in effect immediately prior to such subdivision or combination is equal to event shall be proportionately reduced, and conversely, if the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the exercise price in effect immediately after prior to such subdivision or combination, and the Exercise Price event shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedincreased.
b. In the case (c) If the Company shall hereafter declare effect a dividend reorganization, shall merge with or distribution consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business and, pursuant to all holders the terms of such reorganization, merger, consolidation or disposition of assets, property or assets of the outstanding shares of Common Stock in shares Company, successor or transferee or an affiliate thereof or cash are to be received by or distributed to the holders of Common Stock, then the holder of this Warrant shall have the right thereafter to receive, upon the exercise of this Warrant, the number of Warrant Shares issuable upon exercise shares of stock or other securities, property or assets of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing Company, successor, transferee or affiliate thereof or cash receivable upon or as a result of such number reorganization, merger, consolidation or disposition of assets by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding equal to that to which the holder of this Warrant upon the exercise thereof immediately prior to such event would be entitled. The provisions of this paragraph shall similarly apply to successive reorganizations, mergers, consolidations or dispositions of assets. Upon any reorganization, consolidation, merger or transfer hereinabove referred to, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or transfer, as the case may be. The Company shall not effect any such reorganization, consolidation, merger or transfer, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the registered holder hereof at the close last address of business such holder appearing on the books of the Company, (i) assume the obligation to deliver to such record dateholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and (ii) the denominator of which shall agree to be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced bound by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of all the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant.
Appears in 1 contract
Sources: Share Warrant (Infomed Holdings Inc)
Adjustment. The number of Warrant Convertible Preferred B Shares (and the number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4.
4.1. If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Convertible Preferred B Shares to the holders of Convertible Preferred B Shares (i.e., bonus shares), the number of Convertible Preferred B Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Convertible Preferred B Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately.
4.2. If, as follows:
a. In case during the term of this Warrant, the outstanding shares of Common Stock Convertible Preferred B Shares shall be subdivided into a greater number of shares or Convertible Preferred B Shares, the number of Convertible Preferred B Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Convertible Preferred B Shares shall each be combined into a smaller number of sharesConvertible Preferred B Shares, the number of Warrant Convertible Preferred B Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately.
b. 4.3. Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets ---------
(a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Convertible Preferred B Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Convertible Preferred B Shares for which this Warrant is exercisable immediately prior to such event.
(b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Convertible Preferred B Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4.
c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.
Appears in 1 contract
Sources: Warrant Agreement (Viryanet LTD)
Adjustment. The number of Warrant Shares purchasable upon the exercise shares of the purchase rights evidenced by Common Stock for which this Warrant Agreement may be exercised and the Exercise Price per share shall be subject to adjustment from time to time upon adjusted in amount and number in accordance with the occurrence of certain events, as followsfollowing:
a. In case (a) If the Company shall declare and pay on shares of Common Stock a dividend payable in shares of Common Stock or shall split the then outstanding shares of Common Stock shall be subdivided into a greater number of shares, the number of share of Common Stock for which this Warrant may be exercised, as in effect at the time of taking of a record for such dividend or at the time of such stock split, shall be proportionately increased and the Exercise Price per share shall be proportionately decreased. Conversely, if at any time the Company shall contract or reduce the number of outstanding shares or combined of Common Stock by combining such shares into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise shares of the purchase rights evidenced by Commons Stock for which this Warrant Agreement may be exercised at the time of such action shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, proportionately decreased and the Exercise Price per share shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedincreased.
b. In the case (b) If the Company shall hereafter declare a dividend at any time, or distribution from time to all holders of the outstanding shares of Common Stock in time (i) issue, sell or exchange any shares of Common Stock, including shares issued in the number of Warrant Shares issuable upon exercise Company's first Qualified Public Offering (as defined below) but excluding the Excluded Securities (as hereafter defined), for a consideration per share less than the Exercise Price as of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractiondate of issuance, or (iii) issue, sell or exchange options or other securities, excluding the numerator of which shall be the number of Excluded Securities, that are convertible into or exercisable for shares of Common Stock outstanding at an exercise or conversion price that is less than the close Exercise Price (taking into account, to the extent applicable, any price paid for the option or other security) as of business on the date of issuance, then and thereafter successively upon each such record dateissuance, and sale or exchange, the Exercise Price in effect immediately prior to the issuance, sale or exchange of such shares, options or securities shall forthwith be reduced to, in the case of clause (i) above, the amount of the consideration per share received by the Company in connection with such issuance, sale or exchange, or in the case of clause (ii) above, the denominator amount of which the exercise or conversion price per share, plus the amount paid (if any) for the underlying option or other security, in connection with such issuance, sale or exchange. Notwithstanding the foregoing, there shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted no adjustment to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek Exercise Price pursuant to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in 4(b) after the taking of all such lawful action as may be necessary or appropriate in order to protect the rights Company completes its first Qualified Public Offering. For purposes hereof, "Qualified Public Offering" means a firm commitment public offering of the Warrantholder Common Stock pursuant to a registration statement declared effective under this Section 5 against impairmentthe Securities Act of 1933, as amended, underwritten by a securities firm of nationally recognized standing with an aggregate offering price to the public of not less than $30 million.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Inter Act Systems Inc)
Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time as provided in this Paragraph 5.
(a) Adjustments shall be made upon the occurrence of certain the following events.
i. If, as follows:
a. In case during the outstanding term of this Warrant, the Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock, then the number of shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the date following such distribution.
ii. If, during the term of this Warrant, the outstanding shares of Common Stock shall be, pursuant to a recapitalization or other change in capital structure, subdivided into a greater number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased and, conversely, if outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.
iii. The reclassification of Common Stock into securities (xother than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (yii) above.
iv. The Corporation may in its sole discretion make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this Subparagraph (a), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(brecipients.
(b) is declared but not so paid or made, Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by multiplying it by a fraction, of which the numerator is equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment. Notwithstanding the foregoing, the Exercise Price per share of Common Stock may not be reduced below the par value of a share of Common Stock.
(c) If any consolidation or merger of the Corporation with another entity, or the sale of all or substantially all of its assets to another entity, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Shares that would be issuable and in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the purchase rights evidenced set forth herein, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights set forth herein had such consolidation, merger or sale not taken place, and in any such case, appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the exercise price and of the number of shares purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.
(d) In the event of (i) any taking by this Warrant Agreement if such the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or assets, or to receive any other right, (ii) any reorganization of the Corporation, or any reclassification or recapitalization of the capital stock of the Corporation, or any transfer of all or substantially all of the assets of the Corporation to, or consolidation or merger of the Corporation with any other person or (iii) any voluntary or involuntary dissolution or liquidation of the Corporation, then and in each such event the Corporation will mail or cause to be mailed to the Holder a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution had not been declared.
c. The Company will notor right, by amendment the amount and character of its certificate of incorporation such dividend, distribution or through right, the date on which any such reorganization, reclassification, recapitalization, transfer of assetstransfer, consolidation, merger, dissolution, issue liquidation or sale winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or any other voluntary actionproperty deliverable upon such reorganization, avoid reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or seek winding-up. Such notice shall be mailed at least 20 days prior to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentproposed record date therein specified.
Appears in 1 contract
Adjustment. The number of Warrant Ordinary Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4.
4.1. If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Ordinary Shares to the holders of Ordinary Shares (i.e., bonus shares), the number of Ordinary Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Ordinary Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately.
4.2. If, as follows:
a. In case during the term of this Warrant, the outstanding shares of Common Stock Ordinary Shares shall be subdivided into a greater number of shares or Ordinary Shares, the number of Ordinary Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Ordinary Shares shall each be combined into a smaller number of sharesOrdinary Shares, the number of Warrant Ordinary Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately.
b. 4.3. Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets ---------
(a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Ordinary Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Ordinary Shares for which this Warrant is exercisable immediately prior to such event.
(b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Ordinary Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4.
c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.
Appears in 1 contract
Sources: Warrant Agreement (Viryanet LTD)
Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) In case at any time the Borrower shall pay or make a stock dividend or other distribution in Common Stock on any class of capital stock of the Borrower, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such record date, determination and (ii) the denominator of which shall be the sum of (x) the such number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination.
(ii) In case at any time the Borrower shall (A) subdivide its outstanding Common Stock, (B) combine its outstanding Common Stock into a smaller number of shares, or (C) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Borrower is the surviving corporation) any shares, the Conversion Price in effect at the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Lender shall be entitled to receive after such time the aggregate number and kind of shares which, if the Loans or the unused portion of the Commitment had been converted immediately prior to such time, the Lender would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. If Such adjustment shall be made successively whenever any event listed above shall occur.
(iii) In case at any time the Borrower shall fix a record date for the making of a distribution, by dividend or otherwise, to all holders of its Common Stock, of evidences of its indebtedness or assets (including securities (including warrant, options and rights), but excluding any dividend or distribution referred to in Section 5(e)(i) and any regular quarterly cash dividend), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the current market price per share of Common Stock (as defined in Section 5(e)(iv)) on such record date, less the fair market value (as determined by the Board of Directors of the type described Borrower of the portion of the assets or evidences of indebtedness so to be distributed, and of which the denominator shall be the total number of outstanding shares of Common Stock multiplied by such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in this Section 5(b) the event that such distribution is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement Conversion Price shall again be adjusted to be the number Conversion Price which would then be in effect if such record date has not been fixed.
(iv) For the purpose of Warrant Shares that would any computation under Sections 5(b) and 5(e)(iii), the current market price per share of Common Stock on any date shall be issuable upon exercise deemed to be the average of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredclosing prices on the New York Stock Exchange Composite Transaction Reporting System, as reported in the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the day in question.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, (v) If the Borrower is a party to a merger, dissolutioncombination or other transaction which reclassifies or changes its outstanding Common Stock, issue the successor corporation shall enter into a supplemental agreement which shall provide that the Lender may convert into the kind and amount of securities, cash or sale other assets which the Lender would have owned after such transaction if the Lender had converted immediately prior to the consummation of securities or any other voluntary action, avoid or seek to avoid such transaction.
(vi) The Borrower may make such downward adjustments in the observance or performance of any of the terms Conversion Price as it considers to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate advisable in order that any event treated for United States Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to protect the rights of the Warrantholder under this Section 5 against impairmentrecipients.
Appears in 1 contract
Sources: Stand by Capital Commitment Agreement (Capital Re Corp)
Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon as provided in this paragraph 5.
(1) If, during the occurrence term of certain eventsthis Warrant, as follows:
a. In case the outstanding Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock, then the number of shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the date following such distribution.
(x2) If, during the term of this Warrant, the outstanding shares of Common Stock shall be, pursuant to a recapitalization or other change in capital structure, subdivided into a greater number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased and, conversely, if outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective
(3) The reclassification of Common Stock into securities (other than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (y2) above.
(4) The Corporation may in its sole discretion make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(b) is declared but not so paid or made, recipients.
B. Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by multiplying it by a fraction, of which the numerator is equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment.
C. If any consolidation or merger of the Corporation with another entity, or the sale of all or substantially all of its assets to another entity, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Shares that would be issuable and in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the purchase rights evidenced set forth herein, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights set forth herein had such consolidation, merger or sale not taken place, and in any such case, appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the exercise price and of the number of shares purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. If a purchase, tender or exchange offer is made to and accepted by this Warrant Agreement if the holders of more than 50% of the outstanding shares of Common Stock of the Corporation, the Corporation shall not effect any consolidation, merger or sale with the person having made such offer or with any affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive
D. In the event of (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or assets, or to receive any other right, (ii) any reorganization of the Corporation, or any reclassification or recapitalization of the capital stock of the Corporation, or any transfer of all or substantially all of the assets of the Corporation to, or consolidation or merger of the Corporation with any other person or (iii) any voluntary or involuntary dissolution or liquidation of the Corporation, then and in each such event the Corporation will mail or cause to be mailed to the Holder a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution had not been declared.
c. The Company will notor right, by amendment the amount and character of its certificate of incorporation such dividend, distribution or through right, the date on which any such reorganization, reclassification, recapitalization, transfer of assetstransfer, consolidation, merger, dissolution, issue liquidation or sale winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or any other voluntary actionproperty deliverable upon such reorganization, avoid reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or seek winding-up. Such notice shall be mailed at least 20 days prior to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentproposed record date therein specified.
Appears in 1 contract
Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon as provided in this paragraph 5.
(1) If, during the occurrence term of certain eventsthis Warrant, as follows:
a. In case the outstanding Corporation shall pay or make make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock, other than any such dividend in connection with any preferred stock of the Corporation which has or may be issued, then the number of shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the date following such distribution.
(x2) If, during the term of this Warrant, the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased and, conversely, if outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.
(3) The reclassification of Common Stock into securities (other than Common Stock) and/or cash and/or other combination shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or the "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (y2) above.
(4) The Corporation may in its sole discretion make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far a practicable if any dividend of stock or distribution of stock rights or any event treated as such for federal increase tax purposes to the type described in this Section 5(b) is declared but not so paid or made, recipients.
B. Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction, of which the numerator is equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment.
C. If any consolidation or merger of the Corporation with another entity or the sale of all or substantially all if its assets to another entity, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Shares that would be issuable and in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the purchase rights evidenced set forth herein, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights set forth herein had such consolidation, merger or sale not taken place, and in any such case, appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the exercise price and of the number of shares purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. If a purchase, tender or exchange offer is made to and accepted by this the holders of more than 50% of the outstanding shares of Common Stock of the Corporation, the Corporation shall not effect any consolidation, merger or sale with the person having made such offer or with any affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to the elect to receive upon the exercise of the Warrant Agreement if either the stock, securities or assets then issuable with respect to the Common Stock of the Corporation or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer.
D. In the event of (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or assets, or to receive any other right, (ii) any reorganization of the Corporation, or any reclassification or recapitalization of the capital stock of the Corporation, or any transfer of all or substantially all of the assets of the Corporation to, or consolidation or merger of the Corporation with any other person or (iii) any voluntary or involuntary dissolution or liquidation of the Corporation then and in each such event the Corporation will mail or cause to be mailed to the Holder a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution had not been declared.
c. The Company will notor right, by amendment the amount and character of its certificate of incorporation such dividend, distribution or through right, the date on which any such reorganization, reclassification, recapitalization, transfer of assetstransfer, consolidation, merger, dissolution, issue liquidation or sale winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or any other voluntary actionproperty deliverable upon such reorganization, avoid reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or seek winding- up. Such notice shall be mailed at least 20 days prior to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will proposed record at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmenttherein specified.
Appears in 1 contract
Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Date hereof, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows:
a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrant in accordance with Section 5.01 and ------------ otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrant and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement Section 5.02(a) shall --------------- become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend exercise in whole or distribution. If any dividend or distribution part of the type described Warrant.
(b) Whenever the Exercise Price is adjusted as provided in this Section 5(b) is declared but not so paid or made------- 5.02, the number Company will, if requested, promptly obtain a certificate of Warrant Shares issuable upon exercise a firm of ---- independent public accountants of recognized national standing selected by the Board of Directors of the purchase rights evidenced by this Warrant Agreement shall again Company (who may be adjusted the regular auditors of the Company) setting forth the Exercise Price, and the Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the number of Warrant Shares that would be issuable upon exercise Holder(s) of the purchase rights evidenced by this Warrant Agreement if a copy of such dividend or distribution had not been declaredcertificate from such firm of independent public accountants.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 1 contract
Sources: Warrant Agreement (Easyriders Inc)
Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Date hereof, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows:
a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrant in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrant and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement shall be increased by dividing such number by a fractionSECTION 5.02(A)DIATELY AFTER THE EFFECTIVE DATE OF ANY SUCH ISSUE, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record dateSALE, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distributionDIVIDEND, SUBDIVISION, COMBINATION OR RECLASSIFICATION. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or madeANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredTHE COMPANY SHALL NOT BE REQUIRED TO MAKE ANY ADJUSTMENT OF THE EXERCISE PRICE IN THE CASE OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE IN WHOLE OR PART OF THE WARRANT.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 1 contract
Adjustment. The number of Warrant Shares purchasable upon the exercise shares of the purchase rights evidenced by Common Stock for which this Warrant Agreement ---------- may be exercised and the Exercise Price per share shall be subject to adjustment from time to time upon adjusted in amount and number in accordance with the occurrence of certain events, as followsfollowing:
a. In case (a) If the Company shall declare and pay on shares of Common Stock a dividend payable in shares of Common Stock or shall split the then outstanding shares of Common Stock shall be subdivided into a greater number of shares, the number of shares of Common Stock for which this Warrant may be exercised, as in effect at the time of taking of a record for such dividend or combined at the time of such stock split, shall be proportionately increased and the Exercise Price per share shall be proportionately decreased. Conversely, if at any time the Company shall contract or reduce the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares, the number of shares of Common Stock for which this Warrant Shares may be exercised at the time of such action shall be proportionately decreased and the Exercise Price per share shall be proportionately increased.
(b) If at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company's assets, charter amendment, recapitalization or reclassification of the Common Stock or a "Stock Sale," as defined below) in connection with which the previously outstanding Common Stock shall be received by changed into or exchanged for different securities of the Warrantholder Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that the holder of this Warrant shall be entitled to receive upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that at any time on or after the proportion consummation of the number of Warrant Shares issuable upon exercise Transaction, in lieu of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately issuable upon such exercise prior to such subdivision consummation, the securities or combination is equal other property (including cash) to which the holder would have been entitled upon consummation of the Transaction if the holder had exercised the Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the proportion adjustments provided for in this Section 4). If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the number outstanding Common Stock (a "Stock Sale"), and if the holder of the Warrant Shares issuable so designates in a written notice given to the Company, the holder shall be entitled to receive upon the exercise of the purchase rights evidenced by this Warrant Agreement to at any time on or after the total number consummation of outstanding the Stock Sale in lieu of the shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise prior to the consummation of the purchase rights evidenced by Stock Sale, the securities or other property to which the holder would have been entitled if the holder had exercised this Warrant Agreement shall be increased by dividing prior to the expiration of such number by a fractionpurchase, tender or exchange offer and had accepted such offer (i) subject to adjustments from and after the numerator consummation of which shall be such purchase, tender or exchange offer as nearly equivalent as possible to the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described adjustments provided for in this Section 5(b4). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) is declared but not so paid which may be required to deliver any securities or made, other property upon the number of Warrant Shares issuable upon exercise of the purchase rights evidenced Warrant as provided herein shall assume, by this Warrant Agreement shall again be adjusted written instrument delivered to the number of Warrant Shares that would be issuable upon exercise of holder, the purchase rights evidenced by this Warrant Agreement if obligation to deliver to the holder such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek property as in accordance with the foregoing provisions the holder may be entitled to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the receive. The foregoing provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order 4(d) shall similarly apply to protect the rights of the Warrantholder under this Section 5 against impairmentsuccessive Transactions.
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Inter Act Electronic Marketing Inc)
Adjustment. The number of Warrant Shares purchasable issuable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be is subject to adjustment from time if the Company shall, prior to time upon any exercise of this Warrant, effect one or more stock splits, stock dividends, or other increases or reductions in the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, common Stock outstanding.
(a) The Exercise Price and the number of Warrant Shares to be received by the Warrantholder issued upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedas follows.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) If at any time after the numerator of which shall be date hereof the number of shares of Common Stock outstanding at is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the close record date of business such stock dividend, subdivision or split-up, the Exercise Price shall be appropriately decreased and the number of shares of Common Stock issuable on exercise of this Warrant shall be appropriately increased in proportion to such record date, and increase of outstanding shares;
(ii) If at any time after the denominator of which shall be the sum of (x) date hereof the number of shares of Common Stock outstanding at is decreased by a combination of the close outstanding shares of business Common Stock, then, on the effective date of such record date combination, the Exercise Price shall be appropriately increased and (y) the total number of shares of Common Stock constituting issuable on exercise of this Warrant shall be appropriately decreased in proportion to such dividend or distribution. If any dividend or distribution of the type described decrease in outstanding shares.
(b) All calculations under this Section 5(b10 shall be made to the nearest cent or to the nearest one hundredth (1/100) is declared but not so paid or madeof a share, as the number case may be. No fractional shares of Warrant Shares issuable Common Stock shall be issued upon exercise of the purchase rights evidenced by this Warrant Agreement shall again Warrant. Any fractional shares of Common Stock which might otherwise be adjusted to the number of Warrant Shares that would be issuable issued upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredshall be rounded to the nearest whole share (with one-half rounded up).
c. The (c) If the Exercise Price shall be adjusted, the Company will notshall prepare and mail to the holder hereof a certificate setting forth the event requiring the adjustment, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any amount of the terms adjustment, the method by which the adjustment was calculated, and (after giving effect to be observed or performed hereunder by the Company, but will at times in good faith assist in adjustment) the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentExercise Price.
Appears in 1 contract
Sources: Warrant Agreement (Edulink Inc)
Adjustment. The number of Warrant Convertible Preferred Shares (and the number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4.
4.1 If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Convertible Preferred Shares to the holders of Convertible Preferred Shares (i.e., bonus shares), the number of Convertible Preferred Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Convertible Preferred Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately.
4.2 If, as follows:
a. In case during the term of this Warrant, the outstanding shares of Common Stock Convertible Preferred Shares shall be subdivided into a greater number of shares or Convertible Preferred Shares, the number of Convertible Preferred Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Convertible Preferred Shares shall each be combined into a smaller number of sharesConvertible Preferred Shares, the number of Warrant Convertible Preferred Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately.
b. 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets ---------
(a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Convertible Preferred Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Convertible Preferred Shares for which this Warrant is exercisable immediately prior to such event.
(b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Convertible Preferred Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4.
c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.
Appears in 1 contract
Sources: Warrant Agreement (Viryanet LTD)
Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Closing Date, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement Warrants notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows:
a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrants in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrants disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrants and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement SECTION 5.02(A) shall become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close exercise in whole or part of business on such record datethe Warrant.
(b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company will, if requested, promptly obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price, and (iithe Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the Holder(s) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number Warrants a copy of Warrant Shares issuable upon exercise such certificate from such firm of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredindependent public accountants.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
Appears in 1 contract
Adjustment. (a) The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be hereunder are subject to adjustment from time to time upon the occurrence of certain eventstime, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case (i) If the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of at any time subdivides its Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by pursuant to this Warrant Agreement shall will be increased proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased.
(ii) If the Company at any time pays a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by dividing multiplying the number of Warrant Shares issuable immediately prior to such number date of determination by a fraction, fraction (i) the numerator of which shall will be the total number of shares of Common Stock outstanding at the close immediately after such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of business on such record datethis Warrant, and (ii) the denominator of which shall will be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting outstanding immediately prior to such dividend or distribution. If , calculated on a fully diluted basis as provided in Section 1(c) of this Warrant.
(iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any dividend or distribution adjustment of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon pursuant to this Warrant.
(b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an "Acquisition"), the Company covenants that it will obtain from the acquiring entity, as a condition to the closing of such transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in lieu of exercise hereof, for a warrant to purchase the equivalent number of shares of the equivalent class of shares of the acquiring entity on a fully diluted basis. The period of exercise of such new warrant shall be equal to the purchase rights evidenced by remaining duration of the exercise period of this Warrant Agreement shall again be adjusted Warrant. If, as a result of such Acquisition, the shareholders of the Company immediately prior to such Acquisition own at least a majority of the shares of voting capital stock, assuming full exercise or conversion of all securities exercisable for or convertible into such voting capital stock, outstanding after such Acquisition and are entitled upon liquidation to receive a majority of the assets of the surviving entity, then the method of calculating the number of Warrant Shares set forth in Paragraph 1 hereof shall remain unaffected; otherwise, this Warrant shall, after such Acquisition, permit the Holder to purchase that percentage of Warrant Shares or other consideration of the acquiring entity which the Holder would be issuable upon exercise entitled to receive as a result of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will notmerger, by amendment of its certificate of incorporation or through any reorganizationconsolidation, recapitalization, transfer combination or exchange of assetsshares if this Warrant had been exercised in full immediately prior to such merger, consolidation, mergerrecapitalization, dissolutioncombination or exchange of shares (or the record date, issue if any, for such transaction or sale of securities or any other voluntary action, avoid or seek to avoid event) for the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times same aggregate exercise price as provided for in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant.
Appears in 1 contract
Sources: Warrant Agreement (Integrated Spatial Information Solutions Inc /Co/)
Adjustment. The number of Warrant Shares shares of FMB Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as followsprovided in this Paragraph 7:
a. (1) In case FMB shall pay or make a dividend or other distribution on any class of capital stock of FMB in FMB Common Stock, the number of shares of FMB Common Stock purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares by a fraction of which the denominator shall be the number of shares of FMB Common Stock outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such distribution, provided, however, that in no event shall the Warrant be exercised for more than 19.9% of the shares of FMB Common Stock issued and outstanding.
(2) In case outstanding shares of FMB Common Stock shall be subdivided into a greater number of shares or of FMB Common Stock, the number of shares of FMB Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of FMB Common Stock shall each be combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of FMB Common Stock, the number of Warrant Shares issuable shares of FMB Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be increased by dividing proportionately decreased, such number by increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective, provided, however, that in no event shall the Warrant be exercised for more than 19.9% of the shares of FMB Common Stock issued and outstanding.
(3) The reclassification (excluding any transaction in which a fraction, Substitute Warrant would be issued) of FMB Common Stock into securities (iother than FMB Common Stock) the numerator of which and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of FMB Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date, and (ii) the denominator of which reclassification shall be deemed to be "the sum day upon which such subdivision becomes effective," or "the day upon which such combination becomes effective," as the case may be, within the meaning of clause (x2) above.
(4) FMB may make such increases in the number of shares of FMB Common Stock outstanding at purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or stock rights or any event treated as such for federal income tax purposes to the close of business on such record date and recipients.
(yB) Whenever the total number of shares of FMB Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction in which the numerator is equal to the number of Warrant Shares that would be issuable upon exercise shares of FMB Common Stock purchasable prior to the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredadjustment and the denominator is equal to the number of shares of FMB Common Stock purchasable after the adjustment.
c. The Company will not(C) For the purpose of this Paragraph 7, by amendment the term "FMB Common Stock" shall include any shares of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance FMB of any of the terms to be observed class or performed hereunder by the Company, but will at times in good faith assist series which has no preference or priority in the carrying out payment of all the provisions of this Section 5 and dividends or in the taking distribution of all such lawful action as may be necessary assets upon any voluntary or appropriate in order involuntary liquidation, dissolution or winding up of FMB and which is not subject to protect the rights of the Warrantholder under this Section 5 against impairmentredemption by FMB.
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Adjustment. The number Each Right held of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject record prior to such adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise Rights shall become that number of the purchase rights evidenced by this Warrant Agreement Rights (calculated to the total number of outstanding shares of Common Stock nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to such subdivision adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or combination is equal to any day thereafter, but, if the proportion Rights Certificates have been issued, shall be at least ten days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by Rights pursuant to this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationSection 11(h), and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution shall, as promptly as practicable, cause to all be distributed to holders of the outstanding shares record of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business Rights Certificates on such record date and (y) Rights Certificates evidencing, subject to Section 14 hereof, the total number additional Rights to which such holders shall be entitled as a result of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution adjustment, or, at the option of the type described Company, shall cause to be distributed to such holders of record in this Section 5(b) is declared but not so paid or made, substitution and replacement for the number of Warrant Shares issuable upon exercise of the purchase rights evidenced Rights Certificates held by this Warrant Agreement shall again be adjusted such holders prior to the number date of Warrant Shares that would be issuable adjustment, and upon exercise of the purchase rights evidenced by this Warrant Agreement surrender thereof, if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder required by the Company, but will at times in good faith assist new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the carrying out manner provided for herein (and may bear, at the option of all the provisions of this Section 5 Company, the adjusted Purchase Price) and shall be registered in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights names of the Warrantholder under this Section 5 against impairmentholders of record of Rights Certificates on the record date specified in the public announcement.
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Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Date hereof, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows:
a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrant in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrant and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement SECTION 5.02(a) shall become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close exercise in whole or part of business on such record datethe Warrant.
(b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company will, if requested, promptly obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price, and (iithe Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the Holder(s) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number Warrant a copy of Warrant Shares issuable upon exercise such certificate from such firm of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredindependent public accountants.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.
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Adjustment. The (a) In case, prior to the expiration of the Warrant by exercise or by its terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares, then, in either of such cases, the purchase price per share of the Shares issuable upon exercise of the Warrant in effect at the time of such action shall be proportionately reduced and the number of Shares at that time purchasable pursuant to the Warrant shall be proportionately increased; and conversely, in the event the Company shall contract the number of outstanding shares or combined of Common Stock by combining such shares into a smaller number of shares, then, in such case, the number of Warrant Shares to be received by the Warrantholder upon exercise purchase price per share of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to in effect at the total time of such action shall be proportionately increased and the number of outstanding Shares at that time purchasable pursuant to Warrant shall be proportionately decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock immediately prior to such subdivision or combination is equal shall be treated as a dividend paid in Common Stock to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding extent that shares of Common Stock immediately after such subdivision are issuable upon the conversion thereof.
(b) In case, prior to the expiration of this Warrant by exercise or combinationby its terms, and the Exercise Price there shall be proportionately adjusted a recapitalization, whether by reorganization, reclassification or otherwise of the capital of the Company, or the Company or a successor corporation shall be consolidated or merge with or convey all or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such that corporation being included within the aggregate Exercise Price meaning of the term "successor corporation" in the event of any consolidation or merger of any such corporation with, or the sale of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged.
b. In the case the Company shall hereafter declare a dividend or distribution to substantially all holders of the outstanding property of any such corporation to, another corporation or corporations), in exchange for stock or securities of a successor corporation, the Holder shall thereafter have the right to purchase upon the terms and conditions and during the time specified in this Warrant, in lieu of the Shares theretofore purchasable upon the exercise of this Warrant, the kind and amount of shares of Common Stock in shares of Common Stockstock and other securities receivable upon such recapitalization or consolidation, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number merger or conveyance by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding at which the close of business on Holder might have purchased immediately prior to such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend recapitalization or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared.
c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue merger or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentconveyance.
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