Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to: (1) convertible securities issued in a bona fide public offering for cash; or (2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 4 contracts
Samples: Warrant Agreement (FinTech Acquisition Corp.), Warrant Agreement (GSC Acquisition Co), Warrant Agreement (GSC Acquisition Co)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P --- E' = E x O + M --------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc.,
(4) rights, warrants and convertible and exchangeable securities outstanding on or prior to the date of issuance of the Warrant, or
(5) convertible securities or warrants issued in connection with the incurrence of debt by the Company or any of its subsidiaries, so long as consideration the fair value allocable to such convertible securities or partial consideration for acquisitions from persons that are not affiliates warrants (taking into account the terms of the Companydebt), together with any consideration payable to the Company upon conversion or exercise of such convertible securities or warrants, treating such convertible securities or warrants on an as converted basis, is no less than the then current market price of Common Stock on the date of issuance of such convertible securities or warrants.
Appears in 3 contracts
Samples: Warrant Agreement (Cb Richard Ellis Services Inc), Warrant Agreement (Koll Donald M), Warrant Agreement (Cb Richard Ellis Services Inc)
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N' = N x O + D --------- O + P ---- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 3 contracts
Samples: Anti Dilution Agreement (Cb Richard Ellis Services Inc), Anti Dilution Agreement (Koll Donald M), Anti Dilution Agreement (Cb Richard Ellis Services Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) and the exceptions set forth in paragraphs (i) to (v) of subsection (d) of this Section 1110) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: O + P E' = E x M_ (O + D) where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price immediately prior to the adjustment. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price market price per share on the date of issuance of such convertible securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the shares of Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstandingoutstanding or the ability to convert or exchange terminates, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price that would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in pursuant to a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyfirm commitment underwriting.
Appears in 3 contracts
Samples: Warrant Agreement (Moscow Cablecom Corp), Warrant Agreement (Moscow Telecommunications Corp), Warrant Agreement (Moscow Cablecom Corp)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M -------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc.,
(4) rights, warrants and convertible and exchangeable securities outstanding on or prior to the date of issuance of the Warrant, or
(5) convertible securities or warrants issued in connection with the incurrence of debt by the Company or any of its subsidiaries, so long as consideration the fair value allocable to such convertible securities or partial consideration for acquisitions from persons that are not affiliates warrants (taking into account the terms of the Companydebt), together with any consideration payable to the Company upon conversion or exercise of such convertible securities or warrants, treating such convertible securities or warrants on an as converted basis, is no less than the then current market price of Common Stock on the date of issuance of such convertible securities or warrants.
Appears in 3 contracts
Samples: Warrant Agreement (Wirta Raymond E), Warrant Agreement (White W Brett), Warrant Agreement (Koll Donald M)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. Table of Contents P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 3 contracts
Samples: Warrant Agreement (HCM Acquisition CO), Warrant Agreement (HCM Acquisition CO), Warrant Agreement (HCM Acquisition CO)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc.,
(4) rights, warrants and convertible and exchangeable securities outstanding on or prior to the date of issuance of the Warrant, or
(5) convertible securities or warrants issued in connection with the incurrence of debt by the Company or any of its subsidiaries, so long as consideration the fair value allocable to such convertible securities or partial consideration for acquisitions from persons that are not affiliates warrants (taking into account the terms of the Companydebt), together with any consideration payable to the Company upon conversion or exercise of such convertible securities or warrants, treating such convertible securities or warrants on an as converted basis, is no less than the then current market price of Common Stock on the date of issuance of such convertible securities or warrants.
Appears in 2 contracts
Samples: Warrant Agreement (Cbre Holding Inc), Warrant Agreement (Fs Equity Partners Iii Lp)
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsections subsection (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Specified Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with this the following formula: where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have not expired or been issued when such securities are no longer outstandingterminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration the Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.
Appears in 2 contracts
Samples: Warrant Agreement (Global Geophysical Services Inc), Warrant Agreement (Global Geophysical Services Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Samples: Warrant Agreement (NTR Acquisition Co.), Warrant Agreement (NTR Acquisition Co.)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:
to (1i) options, restricted stock units and other equity incentives exercisable, convertible or exchangeable for Common Stock that are issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law or (ii) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.
Appears in 2 contracts
Samples: Warrant Agreement (Virgin America Inc.), Warrant Agreement (Virgin America Inc.)
Adjustment for Convertible Securities Issue. If the Company QES issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (“Convertible Securities”) (other than securities issued in transactions described in subsections subsection (b) and or (c) of this Section 1110) for a consideration per unit or share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities that is less than the Closing Price Specified Value per unit or share of Common Stock on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with this the following formula: where: NW’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of units or shares of Common Stock outstanding immediately prior to the issuance of such securitiesConvertible Securities. P = the sum of the aggregate consideration received for the issuance of such securitiesConvertible Securities and the aggregate minimum consideration receivable by QES for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such Convertible Securities. M = the Closing Price Specified Value per unit or share of Common Stock on the date of issuance of such securitiesConvertible Securities. D = the maximum number of units or shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities Convertible Securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have Convertible Securities has not been issued when the conversion, exchange or exercise rights of such securities are no longer outstandingConvertible Securities have expired or been terminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number that would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of units or shares of Common Stock issued upon conversion, exchange or exercise of such Convertible Securities. If the aggregate minimum consideration receivable by QES for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such Convertible Securities shall be increased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number that would then be in effect had the adjustment upon the issuance of such securitiesConvertible Securities been made on the basis of such increased minimum consideration. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration the Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in paragraph (b) of this Section 10 or excluded from the provisions of paragraph (d) of this Section 10.
Appears in 2 contracts
Samples: Warrant Agreement (Quintana Energy Services Inc.), Warrant Agreement (Quintana Energy Services Inc.)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Prospect Acquisition Corp), Warrant Agreement (Prospect Acquisition Corp)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Great American Group, Inc.), Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: O + D N' = N x ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Samples: Warrant Agreement (SP Acquisition Holdings, Inc.), Warrant Agreement (SP Acquisition Holdings, Inc.)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Last Reported Sale Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Last Reported Sale Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Samples: Warrant Agreement (GHL Acquisition Corp.), Warrant Agreement (Iridium Communications Inc.)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock Ordinary Shares (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock Ordinary Share initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. N = the current number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock Ordinary Shares deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock Ordinary Shares issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Overture Acquisition Corp.), Warrant Agreement (Overture Acquisition Corp.)
Adjustment for Convertible Securities Issue. If the Company issues any -------------------------------------------- securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than (x) $4.50 per share of Common Stock or (y) the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with this the formula: E' = E x O + N --------- N x P ----- O + M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantAdjusted Exercise Rate. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiessecurities (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D N = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security, plus any additional consideration received upon the exchange or conversion of such security. M = the greater of (i) $4.50 per share of Common Stock or (ii) the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (ed) does not apply to:
(1) convertible securities issued to stockholders of any Person that is not affiliated with the Company and that merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such Person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates otherwise provided for by subsections (a), (b), (c) or (d) of the Companythis Section 10.
Appears in 1 contract
Samples: Warrant Agreement (Unidigital Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Preferred Shares which would be held by a Holder of Common Stock issuable Preferred Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this formula: N' = N x O + D -------- O + P ----- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Preferred Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantPreferred Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Preferred Shares shall promptly be readjusted to what it the number of Preferred Shares which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eb) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cashconnection with the acquisition of such person; orprovided that such securities are substantially similar to the Class A-1 Convertible Preferred Stock of the Company (except as to liquidation preference),
(2) convertible securities issued in a bona fide private placement public offering pursuant to non-affiliates a firm commitment underwriting,
(3) convertible securities issued as dividends on the Company's Class A-1 5% Convertible Preferred Stock or such other classes of the Company's convertible preferred stock; provided that such other convertible preferred stock and convertible securities issued as dividends thereon shall have substantially similar terms to the Class A-1 5% Convertible Preferred Stock other than with respect to liquidation preference thereon; provided, including further, that this clause (3) shall not apply to such dividends paid in excess of 5% per annum,
(4) the issuance of convertible securities as consideration substantially similar to the Company's Class B-1 Convertible Preferred Stock; provided that no such securities are issued to a person who was a shareholder or partial consideration for acquisitions from persons that are not affiliates an affiliate of the Company prior to such issuance, or
(5) options granted to the Company.' employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law (but only to the extent that the aggregate number of options excluded hereby and granted on or after Issue Date shall not exceed 10% of the Common Stock outstanding on a fully diluted basis on the Issue Date, exclusive of antidilution adjustments thereunder),
Appears in 1 contract
Samples: Anti Dilution Agreement (Uti Corp)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 9(b) and (c) of this Section 119(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant shall be adjusted in accordance with this formula: O + D N'= N x ------- O + P/M where: N’ = N'= the adjusted number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant. N = the current number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant. O = the number of fully diluted shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 9(e) does not apply to:
(1i) any of the transactions described in Sections 9(b),
(ii) convertible securities issued in a bona fide public offering for cash; oroffering,
(2iii) the exercise of this Warrant, or the conversion or exchange of other securities convertible securities or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights, options or warrants issued to the holders of Common Stock,
(iv) Common Stock (and options exercisable therefor) issued to the Company's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 9(e),
(v) Common Stock issued in a bona fide private placement public offering, and
(vi) Common Stock issued to non-affiliates the seller of a business or substantial assets to the Company, including the issuance Company or any of convertible securities as consideration its direct or partial consideration for acquisitions from persons that are not affiliates of the Companyindirect subsidiaries.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P _ E' = E x O + M _____ O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc.,
(4) rights, warrants and convertible and exchangeable securities outstanding on or prior to the date of issuance of the Warrant, or
(5) convertible securities or warrants issued in connection with the incurrence of debt by the Company or any of its subsidiaries, so long as consideration the fair value allocable to such convertible securities or partial consideration for acquisitions from persons that are not affiliates warrants (taking into account the terms of the Companydebt), together with any consideration payable to the Company upon conversion or exercise of such convertible securities or warrants, treating such convertible securities or warrants on an as converted basis, is no less than the then current market price of Common Stock on the date of issuance of such convertible securities or warrants.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + M E' = E × O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view or
(2) convertible securities options to purchase Common Stock issued in a bona fide private placement to non-affiliates employees, independent contractors or directors of the Company, including Company and any of its Restricted Subsidiaries (as defined in the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates Indenture) within six months of the CompanyClosing Date.
Appears in 1 contract
Samples: Warrant Agreement (Merrill Corp)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P ----- O + M E' = E x ---------------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view or
(2) convertible securities options to purchase Common Stock issued in a bona fide private placement to non-affiliates employees, independent contractors or directors of the Company, including Company and any of its Restricted Subsidiaries (as defined in the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates Indenture) within six months of the CompanyClosing Date.
Appears in 1 contract
Samples: Warrant Agreement (Merrill Corp)
Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections CLAUSES (b) and (c) of this Section 11SECTION 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with this the formula: E' = E x O + N --------- N x P O + ----- M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiessecurities (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D N = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security, plus any additional consideration received upon the exchange or conversion of such security. M = the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection CLAUSE (eE) does not apply to:
(1) convertible securities issued to stockholders of any person that is not affiliated with Holdings and that merges into Holdings, or with a subsidiary of Holdings, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued to persons in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued to persons who are not affiliates of Holdings in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNASD (except to the extent that any discount from the Current Market Price attributable to restrictions on transferability of Common Stock issuable upon conversion, including as determined in good faith by the issuance Board of Directors pursuant to CLAUSE (N) of SECTION 10 and described in a Board resolution, shall exceed 5%), or
(4) convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates otherwise provided for by CLAUSES (a), (b), (c) or (d) of the Companythis SECTION 10.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + -- M E' = E x ------ O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges with the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; orfairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(2) convertible securities issued in a to current or former employees, directors or consultants of iPCS under bona fide private placement employee benefit plans adopted by the Board of Directors (but only to non-affiliates the extent the aggregate number of shares of Common Stock to be issued upon the exercise of the Companyconvertible securities, together with the number of shares issued pursuant to clause (d)(3) above, shall not exceed 5% of the Common Stock outstanding at the time of adoption of each such plan, exclusive of anti- dilution adjustments thereunder),
(3) issuance of Series A-1 Preferred Stock and Series A-2 Preferred Stock, including dividends thereon, and
(4) the issuance of convertible securities as consideration warrants to purchase 1,151,938 shares of Common Stock to Sprint Spectrum L.P. or partial consideration for acquisitions from persons that are not affiliates of its designee pursuant to the CompanyWarrant Agreement dated [.], 2000.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + --- M E' = E x ------ O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. the maximum number of shares deliverable upon conversion or in The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company Parent issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections subsection (b) and or (c) of this Section 119) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Specified Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with this formula: W' = W x O + D ------- O + P --- M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by Parent for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have not expired or been issued when such securities are no longer outstandingterminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. If the aggregate minimum consideration receivable by Parent for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased or if the number of shares of Common Stock issuable upon conversion, exchange or exercise of such securities shall change, in each case by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increase, decrease or change. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration the Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in subsection (b) of this Section 9.
Appears in 1 contract
Samples: Warrant Agreement (Collegiate Funding Services Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 1113) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P -- E' = E x O + M ----- O + D where: N’ E'= the adjusted Exercise Price. E = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20%),
(4) convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates issued to Affiliates of the Company simultaneous with, and resulting in at least the same net proceeds per share of Common Stock to the Company as, an issuance referred to in paragraphs (2) or (3) of this Section 13(e), or
(5) stock options issued to the Company's employees, consultant or directors.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock (based on the number of shares of Common Stock initially deliverable upon conversion or exchange of such securities securities) less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x S + M --------------- S + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O S = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have then be in effect had "D" in the above formula been had the adjustment upon the issuance of such securities been made on the basis of equal to the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any Person that is not affiliated with the Company and that merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such Person immediately prior to such merger, upon such merger,
(2) convertible securities issued to Persons in a bona fide public offering pursuant to a firm commitment underwriting or
(3) convertible securities issued to Persons who are not affiliates of the Company in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNASD (except to the extent that any discount from the Current Market Price attributable to restrictions on transferability of Common Stock issuable upon conversion, including as determined in good faith by the issuance Board of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of Directors pursuant to Section 1l(n) and described in a Board resolution which shall be filed with the CompanyWarrant Agreement, shall exceed 10%).
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Adjustment for Convertible Securities Issue. If the Company ------------------------------------------- issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11including any rights, warrants or options) for a consideration conversion or exchange price per share of Common Stock initially deliverable upon conversion or exchange of such securities securities, plus consideration received upon issuance thereof, less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the following formula: P --- E' = E x O + M ------------ O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. Upon calculation of the adjusted Exercise Price, each Warrant outstanding prior to the making of the adjustment in the Exercise Price shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number of shares of Common Stock (calculated to the nearest hundredth) as calculated pursuant to subsection (r) of this Section 13. This subsection (e) does not apply to:
(1i) any of the transactions described in subsections (a), (b), (c), (d)(vi), (d)(vii) and (d)(viii) of this Section 13;
(ii) convertible securities issued to stockholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(iii) convertible securities issued in a bona fide public offering for cashpursuant to a firm commitment underwriting; orand
(2iv) convertible securities stock options issued in a bona fide private placement to non-affiliates of the Company's employees, including the issuance of convertible securities as consideration consultants or partial consideration for acquisitions from persons that are not affiliates of the Companydirectors.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: O+ P - E'= Ex M ----- O+ D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
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Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsections subsection (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Specified Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with this the following formula: W' = W {(O + D) [O + (P M)]} where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have not expired or been issued when such securities are no longer outstandingterminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration the Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.
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Adjustment for Convertible Securities Issue. If the Company hereafter issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11subsection 9(b)) for a an aggregate consideration per share of Common Stock (determined in accordance with clause (3) of subsection 9(g)) initially deliverable upon conversion conversion, exchange or exchange exercise of such securities at less than the Closing Price Specified Value per share on the date of issuance of such securitiesoptions, warrants or other securities (without considering any effect of vesting restrictions), the Warrant Number shall be adjusted in accordance with the following formula: W' = W x O + D ------- O + P - M where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to any such issuance. 0 = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If any such options, warrants, or other securities convertible into or exchangeable for Common Stock are subsequently amended to reduce the aggregate consideration per share of Common Stock upon conversion, exchange or exercise of such options, warrants, or securities, such amendment will be treated as an issuance of such rights, options, or warrants subject to this subsection 9(e). If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such options, warrants or other securities have has not been issued when the conversion, exchange or exercise rights of such options, warrants or other securities are no longer outstandinghave expired, become permanently unexercisable or been terminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such options, warrants or other securities been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such options, warrants or other securities. If the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such options, warrants or other securities shall be increased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securitiesoptions, warrants or other securities been made on the basis of such increased minimum consideration. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates any issuance of the Company, including the issuance of convertible securities as consideration Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in subsection 9(b).
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 4.2 and (c) of this Section 114.3) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
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Adjustment for Convertible Securities Issue. If the Company hereafter issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (bsubsection 9(b) and (c) of this Section 11hereof) for a an aggregate consideration per share of Common Stock (determined in accordance with clause (4) of subsection 9(g) hereof) initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Specified Value per share on the date of issuance of such options, warrants or other securities, the Warrant Number shall be adjusted in accordance with the following formula: W' = W x O + D ------- O + P - M where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to any such issuance. O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If any such options, warrants, or other securities convertible into or exchangeable for Common Stock are subsequently amended to reduce the aggregate consideration per share of Common Stock upon conversion, exchange or exercise of such options, warrants, or securities, such amendment will be treated as an issuance of such rights, options, or warrants subject to this subsection 9(e). If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such options, warrants or other securities have has not been issued when the conversion, exchange or exercise rights of such options, warrants or other securities are no longer outstandinghave expired, become permanently unexercisable or been terminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such options, warrants or other securities been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such options, warrants or other securities. If the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such options, warrants or other securities shall be increased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securitiesoptions, warrants or other securities been made on the basis of such increased minimum consideration. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates any issuance of the Company, including the issuance of convertible securities as consideration Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in subsection 9(b) hereof.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 1110) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P --- E' = E x O + M -------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) any of the transaction referred to in subsection (a), (b), (c) or (d) of this Section 10.
(2) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(3) convertible securities issued in a bona fide public offering for cash; pursuant to a firm commitment underwriting or
(24) convertible securities issued in a bona fide private placement (except to non-affiliates the extent that any discount from the current market price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors and described in a Board resolution, shall exceed 25% of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companythen current market price).
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + M E' = E x ---------------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
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Adjustment for Convertible Securities Issue. If (1) Subject to subsection (h), if the Company issues any securities ("Convertible Securities") convertible or exercisable into or exchangeable for WRT Common Stock (other than securities issued in transactions described in subsections (a), (b) and ), (c) or (d) of this Section 1112) for a consideration per share of WRT Common Stock initially deliverable upon conversion conversion, exercise or exchange of such securities less than the Closing Current Market Price per share on as of the date of issuance of such securities, then the Exercise Quantity will be adjusted to the number that results from multiplying the Exercise Quantity immediately prior to such adjustment by a fraction, (not to be less than one), the numerator of which will be the number of shares of WRT Common Stock outstanding on such date plus the number of additional shares of WRT Common Stock issuable upon such conversion, exercise or exchange, and the denominator of each Warrant shall which will be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of WRT Common Stock issuable upon exercise of each Warrant. N = outstanding on such date plus the current number of shares of WRT Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = which the aggregate consideration received conversion, exercise or exchange price receivable by the Company for such additional shares of WRT Common Stock would purchase at the issuance of such securities. M = the Closing Current Market Price per share of WRT Common Stock on such date. In case such conversion, exercise or exchange price may be paid in a consideration part or all of which is in a form other than cash, the date of issuance fair value of such securitiesconsideration will be as determined by the Board of Directors of the Company. D = Except as provided in subsection (o), no further adjustment will be made upon the maximum number actual issue of shares deliverable of WRT Common Stock upon conversion or in exchange for such securities at the initial conversion conversion, exercise or exchange rateof Convertible Securities into or exchangeable for shares of WRT Common Stock. The adjustment Adjustments pursuant to this subsection (e) shall be made successively whenever any such issuance is made, made and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. .
(2) This subsection (e) does not apply to:
(1i) Convertible Securities issued to stockholders of any person which merges with or into the Company, or with or into a subsidiary of the Company, in proportion to the stock holdings of such person immediately prior to such merger;
(ii) convertible securities issued in a bona fide public offering for cashpursuant to a firm commitment underwriting; or
(2iii) convertible securities issued in a bona fide private placement WRT Common Stock issuances to non-affiliates employees or directors of the Company, including Company under or pursuant to employee benefit or option plans approved by either the issuance Board of convertible securities as consideration Directors or partial consideration for acquisitions from persons that are not affiliates stockholders of the Company.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the formula: P --- O + M E' = E x --------------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:
(1) to convertible securities issued in to shareholders of any Person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’= N x O+D O+P x P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P ----- O + M E' = E x ---------------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Warrant Agreement (Osullivan Industries Holdings Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Preferred Shares which would be held by a Holder of Common Stock issuable Preferred Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this formula: N1 = N × O + D O + P M × C where: N’ N1 = the adjusted number of Preferred Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Preferred Shares held by such Holder. 0 = the number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Preferred Shares shall promptly be readjusted to what it the number of Preferred Shares which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eb) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cashconnection with the acquisition of such person; orprovided that such securities are substantially similar to the Class A-l Convertible Preferred Stock of the Company (except as to liquidation preference),
(2) convertible securities issued in a bona fide private placement public offering pursuant to nona firm commitment underwriting,
(3) convertible securities issued as dividends on the Company's Class A-affiliates l 5% Convertible Preferred Stock or such other classes of the Company's convertible preferred stock; provided that such other convertible preferred stock and convertible securities issued as dividends thereon shall have substantially similar terms to the Class A-l 5% Convertible Preferred Stock other than with respect to liquidation preference thereon; provided, including further, that this clause (3) shall not apply to such dividends paid in excess of 5% per annum,
(4) the issuance of convertible securities as consideration substantially similar to the Company's Class X-x Convertible Preferred Stock; provided that no such securities are issued to a person who was a shareholder or partial consideration for acquisitions from persons that are not affiliates an affiliate of the Company prior to such issuance, or
(5) options granted to the Company' employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law (but only to the extent that the aggregate number of options excluded hereby and granted on or after Issue Date shall not exceed 10% of the Common Stock out standing on a fully diluted basis on the Issue Date, exclusive of antidilution adjustments thereunder).
Appears in 1 contract
Samples: Anti Dilution Agreement (Medical Device Manufacturing, Inc.)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11SECTION 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + -- M E' = E x ------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of all classes of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share on the date of issuance of such securities. D = the maximum number of shares of all classes of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If (i) all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then or (ii) the number of exercise price per share for which shares of Common Stock are issuable pursuant to such securities shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such exercise price per share upon exercise the occurrence of each Warrant a specified date or event, then the Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of, in the case of clause (i) above, the actual number of shares of Common Stock issued upon conversion or exchange of such securitiessecurities or, in the case of clause (ii) above, the exercise price per share, as so increased or decreased, as the case may be. This subsection (e) does not apply to:
(1) any of the transactions described in subsections (b) or (c) of this SECTION 10;
(2) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(3) convertible securities issued in a bona fide public offering for cashpursuant to a firm commitment underwriting; or
(24) convertible securities issued in to financial institutions or investors other than WSS substantially concurrently with the making of a bona fide private placement loan to non-affiliates the Company as an additional inducement to the making of the Companysuch loan, including the issuance of if such convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companywould otherwise be covered by this subsection (e).
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company Enterprises issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and ), (c) or (d) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares issued and outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock shares deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price (and any subsequent adjustment thereto) shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock common stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any Person which merges into Enterprises, or with a subsidiary of Enterprises, in a bona fide public offering for cash; orproportion to their stock holdings of such Person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering, or
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of convertible securities Common Stock issuable upon conversion, as consideration or partial consideration for acquisitions from persons that are not affiliates determined in good faith by the Board of Directors of Enterprises (the "Board of Directors") and described in a resolution thereof which shall be filed with the Warrant Agent, shall exceed 20% of the Companythen current market price).
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities (i) convertible into Common Stock or (ii) exercisable or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exercise or exchange of such securities less than the Closing Current Market Price per share of such Common Stock on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O+ --- M E'= E x ------- O+ D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this Section 8(e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to stockholders of any Person which merges with the Company, or with a subsidiary of the Company (in proportion to such stockholders' stock holdings of such Person immediately prior to such merger), upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(2) securities convertible into, exercisable or exchangeable for shares of Common Stock issued to employees, directors or consultants of the Company or its Affiliates under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock, when required by law (but only to the extent the aggregate number of shares of Common Stock to be issued upon the conversion, exercise or exchange of such securities, together with the number of shares issued as described in clause (d)(3) above, shall not exceed 10% of the Common Stock outstanding at the time of adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(3) any of the transactions described in subsections (a), (b) and (c) of this Section 8, or
(4) shares of Common Stock issued in a bona fide public offering for cashpursuant to a firm commitment underwriting; or
(2) convertible securities issued in a bona fide private placement provided that the issue price of such shares -------- is at least equal to non-affiliates 80% of the Company, including the issuance then Current Market Price per share of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the CompanyCommon Stock.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Current Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: O + P --- E = E x M ------- O + D where: N’ E = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Current Market Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (eg) does not apply to:
(1) convertible securities issued any transaction described in a bona fide public offering for cashsubsection (b) of this Section 11; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible the Warrants; or
(3) any such options, warrants or other securities as consideration issued to the Company's employees, directors or partial consideration for acquisitions from persons consultants under bona fide benefit plans adopted by the Board of Directors, or in connection with the acquisition of a business approved by the Board of Directors, if such options, warrants or other securities would otherwise be covered by this subsection (g) (but only to the extent that are the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement (plus the number of shares of Common Stock referred to in subsection (f)(2) above) shall not affiliates exceed 10% of the Companynumber of shares of Common Stock outstanding on the date of this Agreement (as such number may be adjusted from time to time to reflect stock splits, stock dividends and other similar events)); or
(4) the issuance of any such options, warrants or other securities in any bona fide underwritten public offering.
Appears in 1 contract
Samples: Warrant Agreement (Wyle Electronics)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P --- O + M E' = E x ---------------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Warrant Agreement (Charles River Laboratories Holdings Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N' = N x O + D where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:
to (1i) options, restricted stock units and other equity incentives exercisable, convertible or exchangeable for Common Stock that are issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law or (ii) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.
Appears in 1 contract
Adjustment for Convertible Securities Issue. (a) If the Company Borrower issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 6.5 and (c) Section 6.6 of this Section 11Article VI) for a ------------ ----------- consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. .
(b) The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. .
(c) If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price that would have then be in effect had "D" in the above formula been had the adjustment upon the issuance of such securities been made on the basis of equal to the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:.
(1i) convertible securities issued to shareholders of any person that is not affiliated with the Borrower and that merges into the Borrower, or with a subsidiary of the Borrower, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(ii) convertible securities issued in a bona fide public offering for cash; pursuant to a firm commitment underwriting or
(2iii) convertible securities issued to persons who are not affiliates of the Borrower in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the Current Market Price attributable to restrictions on transferability of convertible securities Common Stock issuable upon conversion, as consideration or partial consideration for acquisitions from persons that are not affiliates determined in good faith by the Board of Directors pursuant to Section 6.16 and ------------ described in a Board resolution, shall exceed [15%] of the Company.then Current Market Price). [DISCUSS BREADTH OF ANTI-DILUTION PROTECTION]
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Section 10.07 and (c) of this Section 1110.08 or the Securities) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant conversion price shall be adjusted in accordance with this the formula: where: N’ P O + -- M C1 = C X -------- where C' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrantconversion price. N C = the then current number of shares of Common Stock issuable upon exercise of each Warrantconversion price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant conversion price shall promptly be readjusted to what it the conversion price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) Section does not apply to:
to (1i) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (ii) convertible securities issued in a bona fide public offering for cash; or
pursuant to a firm commitment or best efforts underwriting or (2iii) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of convertible securities Common Stock issuable upon conversion, as consideration or partial consideration for acquisitions from persons that are not affiliates determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Trustee, shall exceed 20% of the Companythen current market price).
Appears in 1 contract
Samples: Form 8 A
Adjustment for Convertible Securities Issue. If the Company DIMAC Holdings issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock ("Convertible Securities") (other than securities issued in transactions described in subsections subsection (b) and or (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Specified Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with this the following formula: W'=~W `TIMES` {O `+` D} OVER {O `+ `{P OVER M}} where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by DIMAC Holdings for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have not expired or been issued when such securities are no longer outstandingterminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. If the aggregate minimum consideration receivable by DIMAC Holdings for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased minimum consideration. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration the Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in paragraph (b) of this Section or excluded from the provisions of paragraph (d) of this Section .
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock Rights (other than securities issued in transactions described in subsections (bSubsections 10(b) and (c) of this Section 11above) and for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities Rights that is less than the Closing Current Market Price per share on the date of issuance of such securitiesRights, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiesRights. P = the aggregate consideration received for the issuance of such securitiesRights. M = the Closing Current Market Price per share on the date of issuance of such securitiesRights. D = the maximum number of shares deliverable upon conversion or in exchange for or upon exercise of such securities Rights at the initial conversion conversion, exchange or exchange rateexercise rate permissible thereunder. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have Rights has not been issued when such securities Rights are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price that would have been then be in effect had the adjustment upon the issuance of such securities Rights been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securitiesRights. This subsection (eSubsection 10(e) does not apply to:
to (1i) convertible the issuance of any such securities issued to acquire, or in the acquisition of, all or any portion of a business as a going concern, in an arm's-length transaction between the Company and an unaffiliated third party, whether such acquisition shall be effected by purchase of assets, exchange of securities, merger, consolidation or otherwise; (ii) the issuance of any such securities in a bona fide public offering for cashpursuant to a firm commitment underwriting; or
(2iii) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible any such securities as consideration to the Company's employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such securities would otherwise be covered by this Subsection 10(e) (but only to the extent that the aggregate number of shares issuable upon the conversion, exchange or partial consideration for acquisitions from persons that are not affiliates exercise of the Companyaggregate number of securities excluded hereby (together with the aggregate number of shares excluded by clause (iii)(y) of Subsection 10(d) above) and issued after the Initial Issue Date shall not exceed 5% of the Common Stock outstanding at the time of any such issuance), or (iv) shares of Convertible Preferred Stock issued as PIK Dividends.
Appears in 1 contract
Samples: Warrant Agreement (Tc Group LLC)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P ----- O + M E" = E x ---------------- 29 O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 1112) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the Exercise Rate shall be adjusted so that the Exercise Rate shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise outstanding on the date of each Warrant issuance (including the additional maximum number of shares deliverable upon conversion of or in exchange for each security at the initial conversion in exchange rate), and the denominator of which shall be adjusted in accordance with this formula: where: N’ = an amount equal to the adjusted sum of (i) the total number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = outstanding immediately prior to such issuance, plus (ii) the number of shares outstanding immediately prior to the issuance of such securities. P = which the aggregate consideration received purchase price paid for the issuance of such securities. M = could purchase at the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person that is not affiliated with the Company and that merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companysuch person immediately prior to such merger, upon such merger.
Appears in 1 contract
Samples: Common Stock Warrant Agreement (Green Tree Financial Corp)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Market Value per share on the date of issuance of such securities or on the date the Company fixes the offering price of such securities, the applicable Exercise Price shall be adjusted in accordance with the formula: P ---------------- E’ = E x O + M ------------------------ O + D where: E’ = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Market Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant applicable Exercise Price shall promptly be readjusted to what it the applicable Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:
(1) convertible securities issued to stockholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; fairness opinion from a internationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration (i) Extra Management Shares and (ii) the issuance of options exercisable for Common Stock to employees, officers or partial consideration for acquisitions from persons that are not affiliates directors of the CompanyCompany or its subsidiaries under other bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (e) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not, together with Common Stock issued under the employee benefit plans referred to in Section 8(d)(3), exceed 1,000,000 shares of Common Stock (as adjusted proportionally for stock dividends, stock splits, combinations, recapitalizations and the like) per calendar year.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Class C Common Stock (other than securities issued in transactions described in subsections (b) 7.1, 7.2 and (c) 7.3 of this Section 117) for a consideration per share of Class C Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + M E' = E x -------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Class C Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Class C Common Stock issued upon conversion or exchange of such securities. This subsection (e) 7.5 does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Warrant Agreement (Derby Cycle Corp)
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (“Convertible Securities”) (other than securities issued in transactions described in subsections subsection (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Specified Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with this the following formula: where: NW’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have not expired or been issued when such securities are no longer outstandingterminated, then the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall promptly be readjusted to what it the adjusted Warrant Number which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion, exchange or exercise of such securities. If the aggregate minimum consideration receivable by the Company for issuance of Common Stock upon conversion or in exchange for, or upon exercise of, such securities shall be increased or decreased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the Warrant Number shall promptly be readjusted to the Warrant Number which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of such increased or decreased minimum consideration. To the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment. In any case in which this Section 8(e) shall require that an adjustment in the Warrant Number be made effective immediately after any such issuance, the Company may elect to defer until the conversion, exchange or exercise of such securities issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Warrant Number in effect prior to such adjustment; provided, however, that the Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder’s right to receive such additional Warrant Shares upon the conversion, exchange or exercise of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration the Warrants or partial consideration for acquisitions from persons that are not affiliates to any of the Companytransactions described in paragraph (b) of this Section 8 or excluded from the provisions of paragraph (d) of this Section 8.
Appears in 1 contract
Samples: Warrant Agreement (Global Geophysical Services Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the formula: E'=E x M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securitiesadditional shares. P = the aggregate consideration received for the issuance of such securitiesadditional shares. M = the Closing Price Fair Value per share of Common Stock on the date of issuance of such securitiesrecord date. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:
(1) convertible securities issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; orfairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(2) convertible securities issued in a the issuance of options exercisable for Common Stock to employees, officers or directors of the Company or its subsidiaries under bona fide private placement employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such options to non-affiliates acquire Common Stock would otherwise be covered by this subsection (e) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 12% of the CompanyCommon Stock outstanding at the time of the adoption of each such plan, including exclusive of anti-dilution adjustments thereunder),
(3) the issuance of convertible securities as consideration to shareholders of any Person which merges into the Company, or partial consideration for acquisitions from persons that are not affiliates with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not- an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(4) the issuance of convertible securities upon the conversion, exchange or exercise of other securities, warrants, options or similar rights if the conversion, exchange or exercise price is not less than the Fair Value per share of such convertible security at the time the security, warrant, option or right so converted, exchanged or exercised was issued or granted or if such other securities, warrants, options or similar rights were outstanding as of the date hereof, or
(5) the issuance of convertible securities pursuant to rights, options or warrants which were originally issued in a Non-Affiliate Sale (as defined below) together with one or more other securities as part of a unit at a price per unit not less than the Fair Value per unit at the time that such unit was issued or granted or if it such unit outstanding as of the date hereof.
Appears in 1 contract
Samples: Warrant Agreement (Grande Communications Holdings, Inc.)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 1110) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share of Common Stock on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + _____ M E1 = E x _______ O + D where: N’ E1 = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting, nor does this subsection apply to issuances of any securities convertible into or exchangeable for cash; or
(2) convertible Common Stock for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities issued in a bona fide private placement to non-affiliates less than 100%, but greater than 92%, of the Company, including Current Market Price per share of Common Stock on the date of issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companysuch securities.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock Shares (other than securities issued in transactions described in subsections (a), (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock Share initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Market Value per share on the date of issuance of such securities or on the date the Company fixes the offering price of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant applicable Exercise Price shall be adjusted in accordance with this the formula: E’ = E x O + M where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares Common Shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Market Value per share Common Share on the date of issuance of such securities. D = the maximum number of shares Common Shares deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock Shares deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant applicable Exercise Price shall promptly be readjusted to what it the applicable Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock Shares issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:
(1) convertible securities issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; fairness opinion from a internationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration options exercisable for Common Shares to employees, officers or partial consideration for acquisitions from persons that are not affiliates directors of the CompanyCompany or its subsidiaries under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Shares when required by law, if such Common Shares would otherwise be covered by this subsection (e) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not, together with Common Shares issued under the employee benefit plans referred to Section 8(d)(3), exceed 6,802,495 Common Shares (as adjusted proportionally for stock dividends, stock splits, combinations, recapitalizations and the like).
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P ----- O + M E' = E x ---------------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any ------------------------------------------- securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 1110) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price that would have then be in effect had "D" in the above formula been had the adjustment upon the issuance of such securities been made on the basis of equal to the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person that is not affiliated with the Company and that merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide private placement public offering pursuant to non-affiliates of the Company, including the issuance of a firm commitment underwriting or
(3) convertible securities as consideration or partial consideration for acquisitions from issued to persons that who are not affiliates of the CompanyCompany in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. (except to the extent that any discount from the Current Market Price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors pursuant to Section 10(n) and described in a Board resolution, shall exceed 10% of the then Current Market Price).
Appears in 1 contract
Samples: Warrant Agreement (Creditrust Corp)
Adjustment for Convertible Securities Issue. (a) If the Company Borrower issues any securities securities, rights, options or warrants convertible into or exchangeable for Common Stock (other than the shares issuable pursuant to this Agreement or securities issued in transactions described in subsections Section 7.06 (bAdjustment for Rights Issue), Section 7.07 (Adjustment for Other Distributions) and Section 7.08 (c) of this Section 11Adjustment for Common Stock Issue)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the Conversion Price shall be adjusted in accordance with the following formula: where: C' = the adjusted Conversion Price C = the current Conversion Price O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = outstanding on the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. record date P = the aggregate consideration received for the issuance of such securities. securities M = the Closing Current Market Price per share of Common Stock on the record date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities at the initial conversion or exchange rate.
(b) The adjustment contemplated by this Section 7.09 shall be made successively whenever any such issuance is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such securities, rights, options or warrants. If at the end of the period during which such securities, rights, options or warrants are convertible into or exchangeable for Common Stock, not all such securities, rights, options or warrants shall have not been issued when such securities are no longer outstandingso converted or exchanged, then the number of shares of Common Stock issuable upon exercise of each Warrant Conversion Price shall promptly immediately be readjusted to what it would have been if “D” in the above formula had been the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock actually issued upon conversion or exchange of such securities. exchange.
(c) This subsection (e) does Section 7.09 shall not apply to:
(1i) the issuance of convertible securities issued to stockholders of any Person that merges into the Borrower, or with a Subsidiary, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger;
(ii) the issuance of convertible securities in a bona fide public offering for cashpursuant to a firm commitment underwriting; or
(2iii) the issuance of convertible securities issued in a bona fide private placement to non-affiliates through a placement agent that is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance of convertible securities as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the Current Market Price shall exceed twenty per cent (20%) of the Companythen current market price).
Appears in 1 contract
Samples: Loan Agreement (BPZ Resources, Inc.)
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Current Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: O + P --- E' = E x M ------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Current Market Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (eg) does not apply to:
(1) convertible securities issued any transaction described in a bona fide public offering for cashsubsection (b) of this Section 11; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible the Warrants; or
(3) any such options, warrants or other securities as consideration issued to the Company's employees, directors or partial consideration for acquisitions from persons consultants under BONA FIDE benefit plans adopted by the Board of Directors, or in connection with the acquisition of a business approved by the Board of Directors, if such options, warrants or other securities would otherwise be covered by this subsection (g) (but only to the extent that are the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement (plus the number of shares of Common Stock referred to in subsection (f)(2) above) shall not affiliates exceed 10% of the Companynumber of shares of Common Stock outstanding on the date of this Agreement (as such number may be adjusted from time to time to reflect stock splits, stock dividends and other similar events)); or
(4) the issuance of any such options, warrants or other securities in any BONA FIDE underwritten public offering.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 1110) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share of Common Stock on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + ------------- M 1 E = E x ----------------- O + D where: N’ 1 E1 = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting, nor does this subsection apply to issuances of any securities convertible into or exchangeable for cash; or
(2) convertible Common Stock for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities issued in a bona fide private placement to non-affiliates less than 100%, but greater than 92%, of the Company, including Current Market Price per share of Common Stock on the date of issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companysuch securities.
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Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 118.3 hereof) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) Section 8.5 does not apply to:
(1) to convertible securities issued to shareholders of any Person which merges into Holdings, or with a subsidiary of Holdings, in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement proportion to non-affiliates their stock holdings of the Companysuch Person immediately prior to such merger, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyupon such merger.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N' = N x O + D ------- O + P ---- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 111.4) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Conversion Price shall be adjusted in accordance with this formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantConversion Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantConversion Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Conversion Price shall promptly be readjusted to what it the Conversion Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person that is not affiliated with the Company and that merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued to persons in a bona fide public offering pursuant to a firm commitment underwriting or
(3) convertible securities issued to persons who are not affiliates of the Company in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNASD (except to the extent that any discount from the Current Market Price attributable to restrictions on transferability of Common Stock issuable upon conversion, including as determined in good faith by the issuance Board of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the CompanyDirectors pursuant to Section 1.4(n) and described in a Board resolution which shall be delivered to each Institution, shall exceed 15%).
Appears in 1 contract
Samples: Deferral Loan and Lease Modification Agreement (Praegitzer Industries Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections SUBSECTIONS (bA), (B) and (cC) of this SECTION 8 or excluded from the application of Section 118(d) pursuant to clause (ii) of Section 8(d)) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the formula: P --- E' = E x O + M -------------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection SUBSECTION (eE) does shall not apply to:
(1) to warrants or other convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates shareholders, debt holders or equity holders of any Person that merges with or into the Company, or with or into any subsidiary of the Company, including the issuance in proportion to such shareholders', debt holders' or equity holders' stock, debt or equity holdings of convertible securities as consideration or partial consideration for acquisitions from persons such Person immediately prior to such merger, in connection with such merger, PROVIDED that are not affiliates if such Person is an Affiliate of the Company, the Board of Directors, including a majority of the independent directors, shall have determined that the consideration received by the Company in such merger is fair to the Company from a financial point of view; PROVIDED further that if the Board of Directors shall not include at least one Disinterested Director (as defined in SECTION 8(G) below), the Company shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm which is not an Affiliate of the Company to the effect that the consideration received by the Company in such merger is fair to the Company from a financial point of view.
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Adjustment for Convertible Securities Issue. If the Company issues any securities (i) convertible into or (ii) exercisable or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exercise or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: O + P --- M E' = E x -------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N = E the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any Person which merges with the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; orfairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(2) securities convertible securities into, exercisable or exchangeable for shares of Common Stock issued in a to employees, directors or consultants of IWO or its Affiliates under bona fide private placement employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock, when required by law (but only to non-affiliates the extent the aggregate number of shares of Common Stock to be issued upon the conversion, exercise or exchange of such securities, together with the number of shares issued pursuant to clause (d)(3) above, shall not exceed 5% of the CompanyCommon Stock outstanding at the time of adoption of each such plan, including the issuance exclusive of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyanti-dilution adjustments thereunder).
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M ---------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc.,
(4) rights, warrants and convertible and exchangeable securities outstanding on or prior to the date of issuance of the Warrant, or
(5) convertible securities or warrants issued in connection with the incurrence of debt by the Company or any of its subsidiaries, so long as consideration the fair value allocable to such convertible securities or partial consideration for acquisitions from persons that are not affiliates warrants (taking into account the terms of the Companydebt), together with any consideration payable to the Company upon conversion or exercise of such convertible securities or warrants, treating such convertible securities or warrants on an as converted basis, is no less than the then current market price of Common Stock on the date of issuance of such convertible securities or warrants.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide underwritten public offering for cash or a bona fide underwritten offering pursuant to Rule 144A under the act for cash; or
(2) convertible securities Common Stock issued in a to effect the Initial Business Combination and Common Stock issued to effect any other bona fide private placement to merger, stock purchase, asset acquisition, or similar business combination with non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 11(b) and (c) of this Section 11hereof) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P ----- O + M E' = Ex ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 11(e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting, or
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of convertible securities Common Stock issuable upon conversion, as consideration or partial consideration for acquisitions from persons that are not affiliates determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Trustee, shall exceed 20% of the Companythen current market price).
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N' = N x O + D -------- O + P ---- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Samples: Anti Dilution Agreement (Fs Equity Partners Iii Lp)
Adjustment for Convertible Securities Issue. If the Company Weekly Reader issues any securities convertible into or exchangeable for Common Stock (other than pursuant to any Common Stock-related employee benefit plan or agreement of Weekly Reader approved by the Board of Directors of Weekly Reader) and other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 119) for a conversion or exchange price plus consideration per share received upon issuance of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the Exchange Ratio shall be adjusted so that the holder of any Unit Common Stock thereafter shall be entitled to the aggregate number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted Weekly Reader which will provide such holder the same economic interest in accordance with this formula: where: N’ = the adjusted number of shares of Weekly Reader as such holder would have had if such securities were convertible into or exchangeable for Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior for a consideration per share equal to the issuance Fair Value per share of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exchange Ratio shall promptly be readjusted to what it the Exchange Ratio which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock common stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued to shareholders of any person which merges into Weekly Reader with a subsidiary of Weekly Reader in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of Weekly Reader the Board of Directors of Weekly Reader shall have obtained a bona fide public offering for cash; or
(2) convertible securities issued fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of Weekly Reader, stating that the consideration received in such merger is fair to the Company from a bona fide private placement to non-affiliates financial point of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyview.
Appears in 1 contract
Samples: Stockholders Agreement (World Almanac Education Group Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N' = N × O+D O+P × P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1i) convertible securities issued in a bona fide public offering for cash; or
(2ii) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each the Warrant shall be adjusted in accordance with this formula: N’ = N x O + D where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each the Warrant. N = the current number of shares of Common Stock issuable upon exercise of each the Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each the Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:
to (1i) options, restricted stock units and other equity incentives exercisable, convertible or exchangeable for Common Stock that are issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law or (ii) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company World Heart issues any options, warrants or other securities convertible into or exchangeable or exercisable for World Heart Common Stock Shares (other than securities issued in transactions described in subsections subsection (b) and or (c) of this Section 113) for a consideration per share of World Heart Common Stock Shares initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Specified Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant World Heart Shares shall be adjusted in accordance with this formula: V' = V x O + D ----- O + C - M where: N’ V' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWorld Heart Shares. N V = the current number of shares of Common Stock issuable upon exercise of each WarrantWorld Heart Shares immediately prior to any such issuance. O = the number of shares World Heart Common Shares outstanding immediately prior to the issuance of such securities. P C = the sum of the aggregate consideration received for the issuance of such securities and the aggregate minimum consideration receivable by World Heart for issuance of World Heart Common Shares upon conversion or in exchange for, or upon exercise of, such securities. M = the Closing Price Specified Value per share World Heart Common Share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the World Heart Common Stock Shares deliverable upon conversion conversion, exchange or exercise of such securities has not been issued when the conversion, exchange or exercise rights of such securities have not expired or been issued when such securities are no longer outstandingterminated, then the number of shares of Common Stock issuable upon exercise of each Warrant adjusted World Heart Shares shall promptly be readjusted to what it the adjusted World Heart Shares which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares World Heart Common Shares issued upon conversion, exchange or exercise of such securities. If the aggregate minimum consideration receivable by World Heart for issuance of World Heart Common Stock issued Shares upon conversion or in exchange for, or upon exercise of, such securities shall be increased by virtue of provisions therein contained or upon the arrival of a specified date or the happening of a specified event, then the World Heart Shares shall promptly be readjusted to the World Heart Shares which would then be in effect had the adjustment upon the issuance of such securitiessecurities been made on the basis of such increased minimum consideration. This subsection (e) does not apply to:
to the issuance of the Put Shares or any of the transactions described in subsections (1b), (c) convertible or (d) of this Section 3. The adjustment in the number of World Heart Shares provided for in the preceding formula shall not apply upon (i) the issuance of options or restricted stock at an exercise price below the Specified Value pursuant to any now or hereafter existing stock option or incentive plan of World Heart which in the aggregate do not exceed 20% of the World Heart Common Shares on a fully diluted basis or (ii) the issuance of securities issued in connection with a bona fide public offering for cash; or
(2) convertible securities issued in financing or refinancing by World Heart with a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons Person that are is not affiliates of the Companyan Affiliate.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible or exercisable into or exchangeable for Common Stock (other than the Convertible Preferred Stock, Warrants or securities issued in transactions described in subsections Sections 9(b), (bc) and (cd) hereof) to all or substantially all holders of this Section 11) shares of Common Stock and for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: E' = E x ((O + (P/M))/(O + D) where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities, plus the aggregate consideration receivable upon exercise of all such securities. M = the Closing Current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for or upon exercise of such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection For the purposes of this paragraph (e) does ), the number of shares of Common Stock at any time outstanding shall not apply to:
(1) convertible securities include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates lieu of the Company, including the issuance fractions of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates shares of the CompanyCommon Stock.
Appears in 1 contract
Samples: Warrant Agreement (Crown Castle International Corp)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and or (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities or on the date the Company fixes the offering price of such securities, the applicable Exercise Price shall be adjusted in accordance with the formula: P ------ O + M E' = E x ---------------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant applicable Exercise Price shall promptly be readjusted to what it the applicable Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:
(1) convertible securities issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; orfairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration options exercisable for Common Stock to employees, officers or partial consideration for acquisitions from persons that are not affiliates directors of the CompanyCompany or its subsidiaries under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (e) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not, together with Common Stock issued under the employee benefit plans referred to Section 8(d)(3), exceed 450,000 shares of the Common Stock through December 31, 2006 (as adjusted proportionally for stock dividends, stock splits, combinations, recapitalizations and the like) and shall not, together with Common Stock issued under the employee benefit plans referred to Section 8(d)(3), exceed 300,000 shares of Common Stock per calendar year thereafter (as adjusted proportionally for stock dividends, stock splits, combinations, recapitalizations and the like)), or
(3) the exercise of currently outstanding options and warrants that were issued in connection with the Securities Purchase Agreement between the Company and certain investors as parties thereto dated August 31, 2005.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a)(4), (a)(5), (b) and (c) of this Section 1114) for a consideration consideration, per share of Common Stock initially deliverable upon conversion or exchange of such securities securities, less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the following formula: P --- E' = E x O + M ---------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this subsection (e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting;
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20% of the then current market price);
(4) convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates issued to Affiliates of the Company simultaneous with, and resulting in at least the same net proceeds per share of Common Stock to the Company as, an issuance referred to in paragraphs (2) or (3) of this Section 14(e); or
(5) stock options issued to the Company's employees, officers or directors (other than to the Principal or (x) any immediate family member of the Principal or (y) any trust, corporation, partnership or other entity, more than 50% of the voting equity interests of which are owned directly or indirectly by, and which is controlled by the Principal and/or such other persons referred to in the immediately preceding clause (x)) under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such stock options would otherwise be covered by this subsection (e).
Appears in 1 contract
Adjustment for Convertible Securities Issue. (a) If the Company Borrower issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) Sections 6.5 and (c) Section 6.6 of this Section 11Article VI) for a consideration per share ------------ ----------- of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E'= E x O + M ----- O + D where: N’ E'= the adjusted Exercise Price. E = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Current Market Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. .
(b) The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. .
(c) If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price that would have then be in effect had "D" in the above formula been had the adjustment upon the issuance of such securities been made on the basis of equal to the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:.
(1i) convertible securities issued to shareholders of any person that is not affiliated with the Borrower and that merges into the Borrower, or with a subsidiary of the Borrower, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(ii) convertible securities issued in a bona fide public offering for cash; orpursuant to a firm commitment underwriting,
(2iii) convertible securities issued to persons who are not affiliates of the Borrower in a bona fide private placement through a placement agent which is a member firm of the National Association of Securities Dealers, Inc. (except to non-the extent that any discount from the Current Market Price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors pursuant to Section 6.16 and ------------ described in a Board resolution, shall exceed 15% of the then Current Market Price); provided that Tishman Speyer Properties, L.P., Metromedia Fiber Network Services, Inc. and their respective affiliates shall not be considered affiliates for purposes of this clause; or
(iv) Common Stock or other equity securities issued as part of any existing or future strategic arrangement or alliance by the Company or its Subsidiaries to building licensors, landlords, carriers, joint venture partners, vendors, lessors or lenders, and securities or instruments issued in connection with acquisitions, as each such transaction is approved by the Board of Directors of the Company (but in the event that all outstanding Loans and other Obligations under the Credit Agreement have not been paid in full in cash on or prior to December 11, 2000, only to the extent that the aggregate shares of Common Stock and other equity securities excluded hereby pursuant to this clause (iv) and issued after the date of this Agreement shall not exceed 15% of the Common Stock outstanding on the date of this Agreement, calculated on a fully diluted basis; it being understood that if any portion of the Loans or other Obligations under the Loan Agreement are outstanding on December 12, 2000, this Section 6.8 shall be applied retroactively from the date hereof as if the aforesaid 15% limitation was applicable from the date hereof); or
(v) convertible preferred stock and/or warrants to purchase Common Stock and/or Common Stock issued to affiliates of the Company, including the issuance Lenders (and other purchasers) in one or more tranches pursuant to commitments entered into in a single private placement transaction for aggregate proceeds of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyup to $35.0 million.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company ------------------------------------------- issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11collectively, "Convertible Securities") for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities Convertible Securities less than the Closing Price current market price per share on the date of issuance of such securitiesConvertible Securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the formula: P - E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securitiesConvertible Securities. P = the aggregate consideration received for the issuance of such securitiesConvertible Securities. M = the Closing Price current market price per share on the date of issuance of such securitiesConvertible Securities. D = the maximum number of shares deliverable upon conversion of or in exchange for such securities Convertible Securities at the initial conversion or exchange rate. The adjustment pursuant to this subsection (e) shall be made successively whenever any such issuance is made, made and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
to (1i) any of the transactions described in subsections (a), (b), (c) or (d) of this Section 8, (ii) Convertible Securities issued to employees of or consultants providing bona fide technical or professional (other than financial) services to the Company or any of its subsidiaries under bona fide employee benefit or incentive plans adopted by the board of directors of the Company and approved by the holders of Common Stock when required by applicable state law, (iii) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, (iv) convertible securities issued in a bona fide public offering for cash; or
pursuant to a firm commitment underwriting or (2v) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of convertible securities Common Stock issuable upon conversion, as consideration or partial consideration for acquisitions from persons that are not affiliates determined in good faith by the Board of Directors and described in a Board resolution, shall exceed 20% of the Companythen current market price).
Appears in 1 contract
Samples: Warrant Agreement (Alyn Corp)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Last Reported Sale Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’= N x O + D where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Last Reported Sale Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N' = N × O + D O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P ----- O + M E' = E x ------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Samples: Class B Warrant Agreement (Osullivan Industries Holdings Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P --- O + M E' = E X ---------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) to convertible securities issued in to shareholders of any person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N' = N x O + D ------- O + P/M where: N’ = N'= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Samples: Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N' = N x O + D ----- O + P --- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P --- E' = E x O + M ---------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) : convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, convertible securities issued in a bona fide public offering for cash; or
(2) pursuant to a firm commitment underwriting, convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc., rights, warrants and convertible and exchangeable securities outstanding on or prior to the date of issuance of the Warrant, or convertible securities or warrants issued in connection with the incurrence of debt by the Company or any of its subsidiaries, so long as consideration the fair value allocable to such convertible securities or partial consideration for acquisitions from persons that are not affiliates warrants (taking into account the terms of the Companydebt), together with any consideration payable to the Company upon conversion or exercise of such convertible securities or warrants, treating such convertible securities or warrants on an as converted basis, is no less than the then current market price of Common Stock on the date of issuance of such convertible securities or warrants.
Appears in 1 contract
Samples: Warrant Agreement (Malek Frederic V)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 117) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P - E' = E x O + M O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) : convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, convertible securities issued in a bona fide public offering for cash; or
(2) pursuant to a firm commitment underwriting, convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc., rights, warrants and convertible and exchangeable securities outstanding on or prior to the date of issuance of the Warrant, or convertible securities or warrants issued in connection with the incurrence of debt by the Company or any of its subsidiaries, so long as consideration the fair value allocable to such convertible securities or partial consideration for acquisitions from persons that are not affiliates warrants (taking into account the terms of the Companydebt), together with any consideration payable to the Company upon conversion or exercise of such convertible securities or warrants, treating such convertible securities or warrants on an as converted basis, is no less than the then current market price of Common Stock on the date of issuance of such convertible securities or warrants. Current Market Price. -------------------- Subject to the last two sentences of this subsection (f), in subsections (b), (c), (d) and (e) of this Section 7, the current market price per share of Common Stock on any date is the average of the Quoted Prices of the Common Stock for 30 consecutive trading days commencing 45 trading days before the date in question. The "Quoted Price" of the Common Stock is the last ------------ reported sales price of the Common Stock as reported by NASDAQ National Market, or if the Common Stock is listed on a securities exchange, the last reported sales price of the Common Stock on such exchange which shall be for consolidated trading if applicable to such exchange, or if neither so reported or listed, the last reported bid price of the Common Stock. In the absence of one or more such quotations (including, without limitation, during the period prior to the Initial Public Offering), the Board of Directors of the Company shall determine the current market price on the basis of such quotations, if available, or other valuation information as it in good faith considers appropriate. In the event of the Initial Public Offering, the current market price per share of Common Stock shall be the Quoted Price on the day of such Initial Public Offering.
Appears in 1 contract
Samples: Warrant Agreement (Cbre Holding Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11SECTION 12) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: E’ = E x O + M O + D where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) any of the transaction referred to in subsection (a), (b), (c) or (d) of this SECTION 12.
(2) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(3) convertible securities issued in a bona fide public offering for cash; pursuant to a firm commitment underwriting or
(24) convertible securities issued in a bona fide private placement (except to non-affiliates the extent that any discount from the current market price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors and described in a Board resolution, shall exceed 25% of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companythen current market price).
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) 8) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price Fair Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P O + --- M E' = E x ------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges with the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash; orfairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(2) convertible securities issued in a to employees, directors or consultants of Horizon PCS or its Affiliates under bona fide private placement employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock, when required by law (but only to non-affiliates the extent the aggregate number of shares of Common Stock to be issued upon the exercise of the Companyconvertible securities, together with the number of shares issued pursuant to clause (d)(3) above, shall not exceed 5% of the Common Stock outstanding at the time of adoption of each such plan, exclusive of anti- dilution adjustments thereunder),
(3) issuance of Series A Preferred Stock and Series A-1 Preferred Stock, including dividends thereon.]
(4) the issuance of convertible securities as consideration warrants to purchase shares of Common Stock to Sprint Spectrum L.P. or partial consideration for acquisitions from persons that are not affiliates of its designee pursuant to Addendum No. 3, dated May 19, 2000, to the CompanySprint PCS Management Agreement between Sprint Spectrum, L.P., Sprintcom, Inc. and Horizon Personal Communications, Inc. dated June 8, 1998.
Appears in 1 contract
Samples: Warrant Agreement (Horizon Personal Communications Inc)
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (bSections 7(b) and (c) of this Section 117(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be adjusted in accordance with this formula: N’ = N × O + D where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (eSection 7(e) does not apply to:
(1) to convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any options, warrants or other securities convertible into or exchangeable for Common Stock (other than securities including stock fund units issued in transactions described in subsections (b) and (c) under employee plans of this Section 11the Company or any of its subsidiaries) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares Shares held by a Holder of Common Stock issuable Shares upon exercise in full of each Warrant such Holder's Adjustment Right shall be adjusted determined in accordance with this the following formula: N' = N x O + D ------- O + P --- M x C where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such Holder upon exercise in full of each Warrantsuch Holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share of Common Stock on the date of issuance sale of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. C = the maximum number of shares of Common Stock into which one share of each such security is convertible into. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exercise or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant future Adjustment Rights shall promptly be readjusted reduced, pro rata for all the Holders, in an amount equal to what it the difference between (x) the number of Shares issuable upon exercise of the Adjustment Right resulting from the issuance of such options, warrants or other convertible or exchangeable securities and (y) the number of Shares which would have been then be issuable had the adjustment upon the issuance of such options, warrants or other convertible or exchangeable securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exercise or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued in a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a)(4), (a)(5), (b) and (c) of this Section 1114) for a consideration consideration, per share of Common Stock initially deliverable upon conversion or exchange of such securities securities, less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the following formula: where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this subsection (e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting;
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20% of the then current market price);
(4) convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates issued to Affiliates of the Company simultaneous with, and resulting in at least the same net proceeds per share of Common Stock to the Company as, an issuance referred to in paragraphs (2) or (3) of this Section 14(e); or
(5) stock options issued to the Company's employees, officers or directors (other than to the Principal or (x) any immediate family member of the Principal or (y) any trust, corporation, partnership or other entity, more than 50% of the voting equity interests of which are owned directly or indirectly by, and which is controlled by the Principal and/or such other persons referred to in the immediately preceding clause (x)) under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such stock options would otherwise be covered by this subsection (e).
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this formula: P -- E' = E x O + M ----- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing current Market Price per share of Common Stock on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; proportion to their stock holdings of such person immediately prior to such merger, upon such merger, or
(2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities public offering in which an investment dealer has been retained as consideration agent or partial consideration for acquisitions from persons that are not affiliates of the Companyunderwriter.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable or exercisable for Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 118 or excluded from the application of Section 8(d) pursuant to clause (ii) of Section 8(d)) for a consideration per share of Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than the Closing Price Fair Market Value per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the formula: E' = E x O + P/M --------- O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities. This subsection (e) does shall not apply to:
(1) to warrants or other convertible securities issued in to shareholders or equity holders of any Person which merges into the Company, or with a bona fide public offering for cash; or
(2) convertible securities issued in a bona fide private placement to non-affiliates subsidiary of the Company, including the issuance in proportion to their stock or equity holdings of convertible securities as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such Person is an Affiliate of the Company, the Board of Directors, including a majority of the independent directors, shall have determined that the consideration received in such merger is fair to the Company from a financial point of view; provided further that if the Board of Directors shall not consist of at least one independent director who was not appointed, nominated or designated to the Board of Directors through any right of appointment, nomination or designation by an Affiliate of the Company, the Company shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm which is not an Affiliate of the Company to the effect that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (a)(4), (a)(5), (b) and (c) of this Section 1114) for a consideration consideration, per share of Common Stock initially deliverable upon conversion or exchange of such securities securities, less than the Closing Price current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with this the following formula: P -- E' = E x O + M ------------ O + D where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price current market price per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. The adjustment pursuant to this subsection (e) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall promptly be readjusted to what it the Exercise Price which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1) convertible securities issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(2) convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting;
(3) convertible securities issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including Inc. (except to the issuance extent that any discount from the current market price attributable to restrictions on transferability of convertible securities Common Stock issuable upon conversion, as consideration or partial consideration for acquisitions from persons that are not affiliates determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20% of the then current market price); or
(4) stock options issued to the Company's employees, officers or directors under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such stock options would otherwise be covered by this subsection (e).
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Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections CLAUSES (bB) and (cC) of this Section 11SECTION 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with this the formula: E' = E x O + N ----------- N x P O + ----- M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securitiessecurities (assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D N = the maximum number of shares of Common Stock deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security, plus any additional consideration received upon the exchange or conversion of such security. M = the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection CLAUSE (eE) does not apply to:
(1) convertible securities issued to stockholders of any person that is not affiliated with Holdings and that merges into Holdings, or with a subsidiary of Holdings, in a bona fide public offering for cash; orproportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(2) convertible securities issued to persons in a bona fide public offering pursuant to a firm commitment underwriting,
(3) convertible securities issued to persons who are not affiliates of Holdings in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNASD (except to the extent that any discount from the Current Market Price attributable to restrictions on transferability of Common Stock issuable upon conversion, including as determined in good faith by the issuance Board of Directors pursuant to CLAUSE (N) of SECTION 10 and described in a Board resolution, shall exceed 5%), or
(4) convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates otherwise provided for by CLAUSES (A), (B), (C) or (D) of the Companythis SECTION 10.
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Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 1110) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Current Market Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with this the formula: 0 + N E’ = E x 0 + N x P M where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D N = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. P = the aggregate consideration received for the issuance of each such security. M = the Current Market Price per share on the date of issuance of such securities. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have has not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall promptly be readjusted to what it the Exercise Rate which would have been then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:
(1i) convertible securities issued to shareholders of any person that is not affiliated with the Company and that merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(ii) convertible securities issued in a bona fide public offering for cash; orpursuant to a firm commitment underwriting;
(2iii) convertible securities issued to persons who are not affiliates of the Company in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the NASD (except to the extent that any discount from the Current Market Price attributable to restrictions on transferability of Common Stock issuable upon conversion, as determined in good faith by the Board of Directors pursuant to Section 10(n) and described in a Board resolution, shall exceed 5%); or
(iv) Common Stock issued to the Company’s employees, including consultants and directors under bona fide employee benefit plans adopted by the issuance Board of convertible securities as consideration or partial consideration Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (e) (but only to the extent that the aggregate number of Rights excluded hereby and issued after the date of this Warrant Agreement shall not exceed the right to subscribe for acquisitions from persons that are not affiliates more than 10% of the CompanyCommon Stock outstanding on the date immediately after consummation of the Private Offering).
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