Common use of Adjustments upon Certain Transactions Clause in Contracts

Adjustments upon Certain Transactions. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares of its Common Stock, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares or (iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Warrantholder shall thereafter be entitled to receive the number of shares of Common Stock that such Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. In such event, the Exercise Price shall be adjusted so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon the exercise of the Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date of such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the Warrant before the adjustment Ua = shares underlying the Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in question

Appears in 3 contracts

Samples: Investment Agreement (Hartford Financial Services Group Inc/De), Hartford Financial Services Group Inc/De, Hartford Financial Services Group Inc/De

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Adjustments upon Certain Transactions. (i) The Exercise Conversion Price and the number of shares of Common Stock Conversion Shares issuable upon exercise conversion of the Warrant this Note shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares any of its Common StockShares solely in Common Shares, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares Shares, or (iii) combines or reclassifies its outstanding shares of Common Stock Shares into a smaller number of shares. In such event, the number of shares of Common Stock Conversion Shares issuable upon exercise conversion of the Warrant this Note immediately prior to the record date for of such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification shall be proportionately adjusted so that the Warrantholder Holder of this Note shall thereafter be entitled to receive the number of shares of Common Stock Conversion Shares that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant this Note been exercised converted immediately prior to the happening of such event or any record date with respect theretohereto. In such eventaddition, upon an adjustment pursuant to this subsection (n), the Exercise Conversion Price for each of the Conversion Shares payable upon exercise of this Note shall be adjusted (without rounding) so that it shall equal the product of the Exercise Conversion Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock Conversion Shares issuable upon the exercise conversion of the Warrant this Note immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock Conversion Shares so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares Conversion Shares underlying the Warrant this Note before the adjustment Ua = shares Conversion Shares underlying the Warrant this Note after the adjustment Pb = exercise conversion price per share before the adjustment Pa = exercise conversion price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in questionquestion Ua = Ub x Oa / Ob Pa = Pb x Ob / Oa

Appears in 2 contracts

Samples: Line of Credit Agreement (Lucy Scientific Discovery, Inc.), Line of Credit Agreement (Lucy Scientific Discovery, Inc.)

Adjustments upon Certain Transactions. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the each Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares of its Common Stock, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares or and (iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock issuable upon exercise of the each Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification shall be proportionately adjusted so that the Warrantholder Holder of each Warrant shall thereafter be entitled to receive the number of shares of Common Stock that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. In such eventaddition, upon an adjustment pursuant to this Section 5.1, the Exercise Price for each share of Common Stock payable upon exercise of such Warrant shall be adjusted (calculated to the nearest $.0001) so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon the exercise of the each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the each Warrant before the adjustment Ua = shares underlying the each Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in questionquestion Ua = Ub x Oa / Ob Pa = Pb x Ob / Oa

Appears in 2 contracts

Samples: Warrant and Registration Rights Agreement (Pershing Square Capital Management, L.P.), Warrant and Registration Rights Agreement (Borders Group Inc)

Adjustments upon Certain Transactions. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the each Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares of its Common Stock, ; (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares Stock; or (iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock issuable upon exercise of the each Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification shall be proportionately adjusted so that the Warrantholder Holder of each Warrant shall thereafter be entitled to receive the number of shares of Common Stock that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. In such eventaddition, upon an adjustment pursuant to this Section 5.02, the Exercise Price for each share of Common Stock payable upon exercise of such Warrant shall be adjusted (calculated to the nearest $.0001) so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon the exercise of the each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the Warrant before the adjustment Ua = shares underlying the Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in question.

Appears in 2 contracts

Samples: Warrant and Registration Rights Agreement (Z Investment Holdings, LLC), Warrant and Registration Rights Agreement (Zale Corp)

Adjustments upon Certain Transactions. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the each Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares of its Common Stock, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares Stock, or (iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock issuable upon exercise of the each Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification shall be proportionately adjusted so that the Warrantholder Holder of each Warrant shall thereafter be entitled to receive the number of shares of Common Stock that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. In such eventaddition, upon an adjustment pursuant to this Section 5.2, the Exercise Price for each share of Common Stock payable upon exercise of such Warrant shall be adjusted (calculated to the nearest $.0001) so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon the exercise of the each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the each Warrant immediately before the adjustment Ua = shares underlying the each Warrant immediately after the adjustment Pb = exercise price per share immediately before the adjustment Pa = exercise price per share immediately after the adjustment Ob = shares outstanding immediately before the transaction in question Oa = shares outstanding immediately after the transaction in questionquestion Ua = Ub x Oa / Ob Pa = Pb x Ob / Oa

Appears in 2 contracts

Samples: Warrant and Registration Rights Agreement (Quiksilver Inc), Warrant and Registration Rights Agreement (Quiksilver Inc)

Adjustments upon Certain Transactions. (a) The Exercise Price and the number of shares of Common Stock Warrant Shares issuable upon exercise of the this Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares any of its Common StockShares solely in Common Shares, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares Shares, or (iii) combines or reclassifies its outstanding shares of Common Stock Shares into a smaller number of shares. In such event, the number of shares of Common Stock Warrant Shares issuable upon exercise of the this Warrant immediately prior to the record date for of such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification (the “Effective Exercise Date”) shall be proportionately adjusted so that the Warrantholder Holder of this Warrant shall thereafter be entitled to receive the number of shares of Common Stock Warrant Shares that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such the Warrant been exercised immediately prior to the happening of such event or any record date with respect theretohereto. In such eventaddition, upon an adjustment pursuant to this Section 4.1, the Exercise Price for each of the Warrant Shares payable upon exercise of this Warrant shall be adjusted (without rounding) so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock Warrant Shares issuable upon the exercise of the this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock Warrant Shares so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date Effective Exercise Date of such event retroactive to the record date, if any, for such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the Warrant before the adjustment Ua = shares underlying the Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in question.

Appears in 2 contracts

Samples: Line of Credit Agreement (Lucy Scientific Discovery, Inc.), Line of Credit Agreement (Lucy Scientific Discovery, Inc.)

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Adjustments upon Certain Transactions. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the each Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares of its Common Stock, Stock or Common Stock Equivalents; (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares Stock; or (iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock issuable upon exercise of the each Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification shall be proportionately adjusted so that the Warrantholder Holder of each Warrant shall thereafter be entitled to receive the number of shares of Common Stock that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. In such eventaddition, upon an adjustment pursuant to this Section 5.02, the Exercise Price for each share of Common Stock payable upon exercise of such Warrant shall be adjusted (calculated to the nearest $.0001) so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon the exercise of the each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the Warrant before the adjustment Ua = shares underlying the Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in question.

Appears in 1 contract

Samples: Warrant and Registration Rights Agreement (Towerstream Corp)

Adjustments upon Certain Transactions. (a) The Exercise Price and the number of shares of Common Stock issuable upon exercise of the this Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to any of its Common Stock solely in shares of its Common Stock or Common Stock, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares or Common Stock, or (iii) combines or reclassifies its outstanding shares of Common Stock or Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock issuable upon exercise of the this Warrant immediately prior to the record date for of such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification shall be proportionately adjusted so that the Warrantholder Holder of this Warrant shall thereafter be entitled to receive the number of shares of Common Stock that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such the Warrant been exercised immediately prior to the happening of such event or any record date with respect theretohereto. In such eventaddition, upon an adjustment pursuant to this Section 3.1, the Exercise Price for each share of Common Stock payable upon exercise of this Warrant shall be adjusted (without rounding) so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon the exercise of the this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date Effective Exercise Date of such event retroactive to the record date, if any, for such event. For avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the Warrant before the adjustment Ua = shares underlying the Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in question.

Appears in 1 contract

Samples: Subscription Agreement (iPower Inc.)

Adjustments upon Certain Transactions. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the each Warrant shall be adjusted in the event the Company (i) pays a dividend or makes any other distribution with respect to its Common Stock solely in shares of its Common Stock, (ii) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares or and (iii) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. In such event, the number of shares of Common Stock issuable upon exercise of the each Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision, subdivision or combination or reclassification shall be proportionately adjusted so that the Warrantholder Holder of each Warrant shall thereafter be entitled to receive the number of shares of Common Stock (calculated to the nearest hundredth) that such Warrantholder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. In such eventaddition, upon an adjustment pursuant to this Section 5.1, the Exercise Price for each share of Common Stock payable upon exercise of such Warrant shall be adjusted (calculated to the nearest $0.0001) so that it shall equal the product of the Exercise Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon the exercise of the each Warrant immediately prior to such adjustment, adjustment and the denominator of which shall be the number of shares of Common Stock so issuable immediately thereafter. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For the avoidance of doubt, the adjustment contemplated by this section can be expressed by formula as follows: Ua = Ub x Oa Ob Pa = Pb x Ob Oa Where: Ub = shares underlying the each Warrant before the adjustment Ua = shares underlying the each Warrant after the adjustment Pb = exercise price per share before the adjustment Pa = exercise price per share after the adjustment Ob = shares outstanding before the transaction in question Oa = shares outstanding after the transaction in questionquestion Ua = Ub x Oa / Ob Pa = Pb x Ob / Oa

Appears in 1 contract

Samples: Warrant and Preferred Stock Agreement (Cubic Energy Inc)

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