Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Company's outstanding securities of the same class or series as the Shares, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding securities of the Company of the same class or series as the Shares to Common Stock pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation, as amended (including without limitation any and all applicable Certificates of Designation) ("Certificate of Incorporation") upon the closing of a registered public offering of the Company's Common Stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
Appears in 6 contracts
Samples: Athenahealth Inc, Athenahealth Inc, Athenahealth Inc
Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Company's outstanding securities issuable upon exercise or conversion of the same class or series as the Sharesthis Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding or issuable securities of the Company of the same class or series as the Shares to into Common Stock of the Company pursuant to the terms of the Company's ’s Fifth Amended and Restated Certificate of Incorporation, as amended (including without limitation any and all applicable Certificates of Designation) ("as the same may be amended from time to time, the “Certificate of Incorporation"”) upon the closing of a registered public offering an IPO or otherwise pursuant to the Certificate of Incorporation. After the Company's Common Stock. The occurrence of such an event, the Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Section 2 including, without limitation, adjustments to the Exercise Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, substitutions or other events.
Appears in 2 contracts
Samples: Phreesia, Inc., Phreesia, Inc.
Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the type, number and/or class of the Company's outstanding securities issuable upon exercise or conversion of the same class or series as the Sharesthis Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Preferred Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding or issuable securities of the Company of the same class or series as the Preferred Shares to Common Stock common shares pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation, as the same may be amended (including without limitation any from time to time, and all applicable Certificates of Designation) ("Certificate of Incorporation") Stockholder's Agreement upon the closing of a registered public offering of the Company's Common Stockcommon shares. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
Appears in 2 contracts
Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Company's outstanding securities issuable upon exercise or conversion of the same class or series as the Sharesthis warrant, Holder shall be entitled to receive, upon exercise or conversion exchange of this Warrantwarrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant warrant had been exercised or exchanged immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding or issuable securities of the Company of the same class or series as the Shares to Common Stock common stock pursuant to the terms of the Company's Amended and Restated ’s Certificate or Articles of Incorporation, as amended (including without limitation any and all applicable Certificates of Designation) ("Certificate of Incorporation") Incorporation upon the closing of a registered public offering of the Company's Common Stock’s common stock. The Upon the closing of any disposition of substantially all of the Company’s assets or a reorganization or merger of the Company, the successor entity shall assume the obligations of this warrant, and the Company or its successor shall promptly issue to Holder a new Warrant warrant for such new securities or other property. The new Warrant warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Warrant Price and to the number of securities or property issuable upon exercise of the new Warrantwarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
Appears in 1 contract
Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Company's outstanding securities issuable upon exercise or conversion of the same class or series as the Sharesthis Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding or issuable securities of the Company of the same class or series as the Shares to Common Stock common stock pursuant to the terms of the Company's Amended and Restated Certificate Articles of Incorporation, as amended (including without limitation any and all applicable Certificates of Designation) ("Certificate of Incorporation") Incorporation upon the closing of a registered public offering of the Company's Common Stockcommon stock. The Company or its successor shall promptly issue to Xxxxxxxx Xxxxxxx Xxxxxxx to Purchase Stock -------------------------------------------------------------------------------- Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
Appears in 1 contract
Samples: Petopia Com Inc
Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Company's outstanding securities issuable upon exercise or conversion of the same class or series as the Sharesthis Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding or issuable securities of the Company of the same class or series as the Shares to Common Stock common stock pursuant to the terms of the Company's ’s Amended and Restated Certificate of Incorporation, as amended from time to time (including without limitation any and all applicable Certificates of Designation) ("the “Certificate of Incorporation"”) upon the closing of a registered public offering of the Company's Common Stock’s common stock or other circumstance as provided for in the Certificate of Incorporation. The Company or its successor shall promptly issue to Holder a new Warrant warrant for such new securities or other property. The new Warrant warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Warrant Price and to the number of securities or property issuable upon exercise of the new Warrantwarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
Appears in 1 contract
Samples: aTYR PHARMA INC
Reclassification, Exchange or Substitution. Upon any ------------------------------------------ reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Company's outstanding securities issuable upon exercise or conversion of the same class or series as the Sharesthis Warrant, not otherwise provided for in Sections 2.1 and 2.3 hereof, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding or issuable securities of the Company of the same class or series as the Shares to Common Stock common stock pursuant to the terms of the Company's Amended and Restated Certificate Articles of Incorporation, as amended (including without limitation any and all applicable Certificates of Designation) ("Certificate of Incorporation") Incorporation upon the closing of a registered public offering of the Company's Common Stockcommon stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
Appears in 1 contract
Samples: Digital Sound Corp
Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Company's outstanding securities issuable upon exercise or conversion of this warrant (including, without limitation, in any Permitted Transaction (as defined in the same class or series as the SharesLoan Agreement)), Holder shall be entitled to receive, upon exercise or conversion of this Warrantwarrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of all (but not less than all) of the outstanding or issuable securities of the Company of the same class or series as the Shares to Common Stock common stock pursuant to the terms of the Company's ’s Amended and Restated Certificate of Incorporation, as amended amended, modified or restated from time to time (including without limitation any and all applicable Certificates of Designation) ("the “Certificate of Incorporation"”) upon the closing of a registered public offering of the Company's Common Stock’s common stock. The Company Company, its parent entity or its successor shall promptly issue to Holder a new Warrant warrant for such new securities or other property. The new Warrant warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise Warrant Price and to the number of securities or property issuable upon exercise of the new Warrantwarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other eventsevents as described in this Section 2.2.
Appears in 1 contract
Samples: resTORbio, Inc.