Common use of Adjustment for Reorganization Clause in Contracts

Adjustment for Reorganization. (a) If, prior to the end of the Share Subscription Period, there shall occur any reorganization, recapitalization, reclassification, consolidation, merger or demerger involving the Company in which the Company’s ordinary shares are converted into or exchanged for securities, cash or other property (other than a transaction covered by Clauses 2.6, 2.7, 2.9 or 2.11) (collectively, a “Reorganization”), then, following such Reorganization, subject to Clause 2.10(b), the Warrantholders shall receive upon exercise of the Warrants the kind and amount of securities, cash or other property, if any, which the Warrantholders would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization. Appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder, to the end that the provisions set forth in these Terms and Conditions (including provisions with respect to changes in and other adjustments of the Warrant Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrants) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of the applicable Warrants.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Biotie Therapies Corp.)

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Adjustment for Reorganization. (a) If, prior to the end of the Share Subscription Period, there shall occur any reorganization, recapitalization, reclassification, consolidation, merger or demerger involving the Company in which the Company’s ordinary shares are converted into or exchanged for securities, cash or other property (other than a transaction covered by Clauses 2.6, Sections 2.7, 2.9 2.8, 2.10 or 2.112.12) (collectively, a “Reorganization”), then, following such Reorganization, subject to Clause 2.10(bSection 2.11(b), the Warrantholders shall receive upon exercise of the Warrants the kind and amount of securities, cash or other property, if any, which the Warrantholders would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization. Appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder, to the end that the provisions set forth in these Terms and Conditions (including provisions with respect to changes in and other adjustments of the Warrant Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrants) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of the applicable Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Verona Pharma PLC), Securities Purchase Agreement (Verona Pharma PLC)

Adjustment for Reorganization. (a) If, prior to the Shareholder Approval Date, or following Shareholder Approval and prior to the end of the Share Subscription Period, there shall occur any reorganization, recapitalization, reclassification, consolidation, merger or demerger involving the Company in which the Company’s ordinary shares are converted into or exchanged for securities, cash or other property (other than a transaction an event covered by Clauses Sections 2.6, 2.7, 2.9 2.8 or 2.112.10) (collectively, a “Reorganization”), then, following such Reorganization, subject to Clause 2.10(b), the Warrantholders Warrantholder shall receive upon exercise of the Warrants the kind and amount of securities, cash or other property, if any, which the Warrantholders Warrantholder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization. Appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyDirectors) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder, to the end that the provisions set forth in these Terms and Conditions (including provisions with respect to changes in and other adjustments of the Warrant Exercise Price and the number of Warrant Shares issuable upon exercise of the Warrants) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of the applicable Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mereo Biopharma Group PLC), Securities Purchase Agreement (Mereo Biopharma Group PLC)

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Adjustment for Reorganization. (a) If, prior to the end of the Share Subscription Period, If there shall occur any reorganization, recapitalization, reclassification, consolidation, consolidation or merger or demerger involving the Company in which the Company’s ordinary shares are Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by Clauses 2.6, 2.7, 2.9 Sections 2(a) or 2.112(b)) (collectively, a “Reorganization”), then, following such Reorganization, subject to Clause 2.10(b), the Warrantholders Registered Holder shall receive upon exercise of the Warrants hereof the kind and amount of securities, cash or other property, if any, property which the Warrantholders Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization, all subject to further adjustment as provided in this Section 2. Appropriate The provisions of this Section 2(c) shall similarly apply to successive reorganizations, recapitalizations, reclassifications, consolidations, mergers, sales or transfers and to the securities, cash or other property of any other entity that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyBoard) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the WarrantholderRegistered Holder, to the end that the provisions set forth in these Terms and Conditions this Warrant (including provisions with respect to changes in and other adjustments of the Warrant Exercise Price and the number of Warrant Shares issuable upon exercise of the WarrantsPurchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of the applicable Warrantsthis Warrant.

Appears in 1 contract

Samples: HeartWare International, Inc.

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