Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8. (a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] into a smaller number of shares of [Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants. (c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be. (d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (e) For the purpose of this Section 3.8, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 4 contracts
Samples: Warrant Agreement (Transmeta Corp), Warrant Agreement (Covad Communications Group Inc), Warrant Agreement (Concur Technologies Inc)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] into a smaller number of shares of [Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 3 contracts
Samples: Warrant Agreement (Lexar Media Inc), Standard Stock Warrant Agreement (Ati Financing Ii), Standard Stock Warrant Agreement (Handspring Inc)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) Stock in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], Stock (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Stock (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] Stock or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in 1%)in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-one- hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [Common/Preferred Stock] Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 2 contracts
Samples: Warrant Agreement (Viacom Inc), Standard Preferred Stock Warrant Agreement (Viacom International Inc /De/)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Common Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.4.1. -----------
(a) If the Company shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Common Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Common Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Common Stock into a smaller number of shares of [Common/Preferred Stock] Common Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares shares of Common Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder Holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Common Stock or other securities of the Company which such holder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Company shall issue rights, options or warrants to all Holders of its outstanding Common Stock, without any charge to such Holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Market Price per share of Common Stock (as defined in paragraph (e) below) at the record date mentioned below, the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Market Price per share of Common Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) If the Company shall distribute to all Holders of its shares of Common Stock evidence of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then current Market Price per share of Common Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be (ii) the then current Market Price per share of Common Stock less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one (1) share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Common Stock (except as provided in paragraph paragraphs (a) above or paragraph through (hc) belowabove), any holder Holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Common Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; .
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 4.1, the current or closing Market Price per share of Common Stock at ----------- any date shall be deemed to be the average of the daily closing prices for the twenty (20) consecutive trading days before the date of such computation. The closing price for each day shall be the last sale price for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (the "NYSE") or if the Common ---- Stock is not listed on the NYSE, then on the principal United States national securities exchange on which the Common Stock is listed or quoted. If the Common Stock is not listed or quoted on any such caseUnited States national securities exchange, appropriate provision (as then the current or closing market price per share of Common Stock shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant AgentCompany in good faith.
(f) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of Whenever the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares Common Stock purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f))provided, the Exercise Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(eg) For the purpose of this Section 3.8The Company may elect, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at on or after the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in required by paragraphs (a) through (d) of this Section 4.1, to adjust the number of ----------- Warrants in substitution for an adjustment in the number of shares of Common Stock purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for the same number of shares of Common Stock as immediately prior to such adjustment. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The Company shall notify the Holders of Warrants, in the same manner as provided in the first paragraph of Section 8.4, of its election to ----------- adjust the number of Warrants, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter. Upon each adjustment of the number of Warrants pursuant to this paragraph (g) the Company shall, as promptly as practicable, cause to be distributed to Holders of record of Warrants on such record date Warrant Certificates evidencing, subject to paragraph (h), inclusivethe additional Warrants to which such Holders shall be entitled as a result of such adjustment, aboveor, at the option of the Company, shall cause to be distributed to such Holders of record in substitution and replacement for the Warrant Certificates held by such Holders prior to the date of adjustment, and upon surrender thereof, new Warrant Certificates evidencing all the provisions Warrants to be executed, issued and registered in the manner specified in Section 5.1 (and which may bear, at the option of Sections 2.1the ----------- Company, 2.2, 2.3, 3.6, 3.7(athe adjusted Exercise Price) and 3.10shall be registered in the names of the Holders of record of Warrant Certificates on the record date specified in the notice.
(h) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to Holders of Warrant Certificates pursuant to paragraph (g) or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, with respect there shall be paid to the Sharesregistered Holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant on the trading day immediately prior to the date on which such fractional Warrant could have been otherwise issuable (the "Valuation Date"). For purposes of this paragraph (h), -------------- the current market value of a Warrant shall apply be the aggregate closing Market Price on like terms the Valuation Date (determined as set forth in paragraph (e)) of all shares of Common Stock issuable upon exercise of one Warrant plus the fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of any other assets or securities purchasable upon exercise of one Warrant less the Exercise Price of one Warrant.
(i) Notwithstanding any adjustment pursuant to any Section 4.1 in the number of ----------- shares of Common Stock purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Warrants or to distribute certificates which evidence fractional shares. In lieu of fractional shares, there shall be paid to the registered Holders of Warrant Certificates at the time such other shares.Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1)
Appears in 1 contract
Samples: Warrant Agreement (Weeks Corp)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.83.2.
(a) If the Company Corporation shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company Corporation is the continuing corporation), the number of Shares shares of Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Stock or other securities of the Company Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Corporation shall issue rights, options or warrants to all holders of its outstanding Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Stock at a price per share that is lower than the market price per share of Stock (as defined in paragraph (e) below) at the record date mentioned below, the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Stock so offered would purchase at the market price per share of Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(c) If the Corporation shall distribute to all holders of its shares of Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then current market price per share of Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be (ii) the then current market price per share of Stock less the then fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one share of Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive such distribution. If at the end of the period during which such rights, options or warrants or convertible or exchangeable securities are exercisable, not all rights, options or warrants or convertible or exchangeable securities shall have been exercised, the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(d) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Stock (except as provided in paragraph paragraphs (a) above or paragraph through (hc) belowabove), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company Corporation that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; .
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 3.02, the current or closing market price per share of Stock at any date shall be deemed to be the average of the daily closing prices for consecutive trading days commencing trading days before the date of such computation. The closing price for each day shall be [the last sale price] for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NASDAQ Global Select Market (the “NASDAQ”) or if the Stock is not listed on the NASDAQ, then on the principal United States national securities exchange on which the Stock is listed or quoted. If the Stock is not listed or quoted on any such caseUnited States national securities exchange, appropriate provision (as then the current or closing market price per share of Stock shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant AgentCorporation in good faith.
(f) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of Whenever the number of shares of [Common/Preferred StockNAME OF SECURITY] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f))provided, the Exercise Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(eg) For the purpose of this Section 3.8The Corporation may elect, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at on or after the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in required by paragraphs (a) through (d) of this Section 3.2, to adjust the number of Warrants in substitution for an adjustment in the number of shares of Stock purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for the same number of shares of Stock as immediately prior to such adjustment. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The Corporation shall notify the holders of Warrants, in the same manner as provided in the first paragraph of Section 7.5, of its election to adjust the number of Warrants, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter. Upon each adjustment of the number of Warrants pursuant to this paragraph (g) the Corporation shall, as promptly as practicable, cause to be distributed to holders of record of Warrants on such record date Warrant Certificates evidencing, subject to paragraph (h), inclusivethe additional Warrants to which such holders shall be entitled as a result of such adjustment, aboveor, at the option of the Corporation, shall cause to be distributed to such holders of record in substitution and replacement for the Warrant Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the provisions Corporation, new Warrant Certificates evidencing all the Warrants to be issued, executed and registered in the manner specified in Section 1 (and which may bear, at the option of Sections 2.1the Corporation, 2.2, 2.3, 3.6, 3.7(athe adjusted Exercise Price) and 3.10shall be registered in the names of the holders of record of Warrant Certificates on the record date specified in the notice.
(h) The Corporation shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to paragraph (g) or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, with respect there shall be paid to the Sharesregistered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant on the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable (the “Valuation Date”). For purposes of this paragraph (h), the current market value of a Warrant shall apply be the aggregate closing market price on like terms the Valuation Date (determined as set forth in paragraph (e)) of all shares of Stock issuable upon exercise of one Warrant plus the fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of any other assets or securities purchasable upon exercise of one Warrant less the Exercise Price of one Warrant.
(i) Notwithstanding any adjustment pursuant to Section 3.2 in the number of shares of Stock purchasable upon the exercise of a Warrant, the Corporation shall not be required to issue fractions of shares of Stock upon exercise of the Warrants or to distribute certificates which evidence fractional shares. In lieu of fractional shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Stock. For purposes of this paragraph (i), the current market value of a share of Stock shall be the closing market price (determined as set forth in paragraph (e)) of a share of Stock for the trading day immediately prior to the date of such exercise.
(j) No adjustment in the number of shares of Stock purchasable upon exercise of the Warrant need be made unless the adjustment would require an increase or decrease of at least 0.5%. Any adjustment that is not made shall be carried forward and taken into account in any subsequent adjustment, provided that no such other sharesadjustment shall be deferred beyond the date on which a Warrant is exercised. All calculations under this Article III shall be made to the nearest 1/1000th of a share.
(k) To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the cash.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Common Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.812.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in Common Stock consisting of shares of Common Stock, (ii) subdivide its outstanding shares of [Common/Preferred Common Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Common Stock into a smaller number of shares of [Common/Preferred Stock] Common Stock or (iv) issue any shares of its capital stock securities or distribute any property or assets in a reclassification of the [Common/Preferred Common Stock] (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder Holder of each Warrant shall be entitled upon exercise to receive the kind and number of Shares or other securities securities, property or assets of the Company which such holder Holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in . Whenever the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares Common Stock purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)this Section 12(a), the Exercise Price payable upon exercise of each such Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, fraction of which the numerator shall be the number of Shares purchasable upon the exercise of each such Warrant immediately prior to such adjustment, adjustment and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(eb) For If the purpose Company declares a dividend on its Common Stock payable in shares of this Section 3.8any class or series of its capital stock or in securities convertible into or exchangeable for Common Stock (including, without limitation, rights, options or warrants to subscribe for or purchase shares of Common Stock), the term “shares number and kind of Stock” securities for which a Warrant may be exercised shall mean (i) be adjusted, as of the class record date for determining which Holders of stock designated as Common Stock shall be entitled to receive such dividend, so that the [Common/Preferred Stock] Holder of each Warrant exercised after such time shall be entitled to receive, upon exercise of such Warrant, the aggregate number and kind of Shares of Common Stock and other securities of the Company at the date of this Agreementwhich, if such Warrant had been exercised immediately prior to such date, such Holder would have owned or (ii) any other class of stock resulting from successive changes or reclassification of been entitled to receive upon such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, exercise and as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant dividend; and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner adjusted, if necessary, so that the aggregate amount payable for the purchase of all the Shares of Common Stock and on terms as nearly equivalent as practicable to other securities issuable thereunder immediately after such record date shall equal the provisions aggregate amount so payable immediately before such record date. Upon the expiration of any securities exercisable for, convertible into or exchangeable for Common Stock (if any thereof shall not have been exercised, converted or exchanged) with respect to the Shares contained in paragraphs (a) through (dwhich an adjustment has been made pursuant to this Section 12(b), inclusivethe number of Shares or securities for which the Warrant may be exercised and the Exercise Price shall be readjusted to be as they would have been had the securities exercisable for, aboveconvertible into or exchangeable for Common Stock which expired without exercise, conversion or exchange not been issued.
(c) If the Company distributes to the Holders of its Common Stock, other than as part of its dissolution or liquidation or the winding up of its affairs, any evidence of indebtedness or any of its assets or securities (other than regularly quarterly cash dividends paid out of current earnings or surplus or dividends or distributions provided for in Section 12(a) or 12(b)), the Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of Holders of Common Stock entitled to receive any such distribution shall be adjusted, effective as of the close of business on such record date, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction (x) the numerator of which shall be the Market Price less the fair market value of such distribution (as determined in good faith by the Board of Directors of the Company or a duly constituted committee thereof, if made other than in cash) payable in respect of one share of the Common Stock, and (y) the provisions denominator of Sections 2.1which shall be such Market Price. As used in this Section 12(c), 2.2the term "Market Price" shall have the meaning set forth in Section 7(d), 2.3, 3.6, 3.7(abut determined for the ten consecutive trading days immediately preceding (but not including) and 3.10, with respect the record date referred to the Shares, shall apply on like terms to any such other sharesabove.
Appears in 1 contract
Samples: Warrant Agreement (Sunterra Corp)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Class D Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Class D Common/Preferred Stock], (iii) combine its outstanding shares of [Class D Common/Preferred Stock] into a smaller number of shares of [Class D Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Class D Common/Preferred Stock] (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Class D Common/Preferred Stock] (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Class D Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Class D Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in 1%)in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-one- hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [Class D Common/Preferred Stock] of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If In case the Company shall at any time after the date of this Agreement (i) pay declare a dividend on its capital stock (including [Common/Preferred Stock]) the Common Stock payable in shares of Common Stock, (ii) subdivide its the outstanding shares of [Common/Preferred Common Stock], (iii) combine its the outstanding shares of [Common/Preferred Stock] Common Stock into a smaller number of shares of [Common/Preferred Stock] shares, or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and/or the number and kind of Shares purchasable upon exercise shares of each Warrant immediately prior thereto capital stock issuable on such date shall be proportionately adjusted so that the holder of each any Warrant exercised after such time shall be entitled to receive the aggregate number and kind and number of Shares or other securities shares of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described abovecapital stock which, had if such Warrant had been exercised immediately prior to the happening such date, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) listed above shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such eventoccur.
(b) In case the event Company shall issue shares of Common Stock (or rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase Common Stock) at a price per share of Common Stock (or having a conversion price per share of Common Stock, if a security is convertible into Common Stock) less than the Exercise Price on the record date mentioned below, the Exercise Price to be in effect after such record date shall be immediately reduced to be the price per share of Common Stock (or conversion price per share of Common Stock, if a security is convertible into Common Stock) of such issuance; PROVIDED THAT such adjustment shall not be required as a result of the issuance of any capital reorganization or any reclassification of the [Common/Preferred Stock] Reserved Securities (except as provided defined in paragraph (a) above the Purchase Agreement). In case such subscription price may be paid in consideration part or paragraph (h) below), any holder all of Warrants upon exercise thereof which shall be entitled to receive, in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassificationform other than cash, the shares (value of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as consideration shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) . Such adjustment shall be made for successively whenever such a record date is fixed; and in the application of this Section 3.8 with respect event that such rights or warrants are not so issued, the Exercise Price shall again be adjusted to be the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Exercise Price between or among shares of classes of capital stock)which would then be in effect if such record date had not been fixed, to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) but such subsequent adjustment shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in not effect the number of Shares purchasable hereunder shall be required unless issued upon any exercise of Warrants prior to the date such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may beis made.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Precision Response Corp)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], Stock (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Stock (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] Stock or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [Common/Preferred Stock] Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] into a smaller number of shares of [Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 14 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] Stock or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (fI)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafterimmediately/hereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and ), 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Standard Stock Warrant Agreement (Providian Financing Iv)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Preferred Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.83.2.
(a) If the Company shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Preferred Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares shares of Preferred Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Preferred Stock or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) In If the event Company shall issue rights, options or warrants to all holders of any capital reorganization or any reclassification of the [Common/its outstanding Preferred Stock] , without any charge to such holders, entitling them to subscribe for or purchase shares of Preferred Stock at a price per share that is lower than the market price per share of Preferred Stock (except as provided defined in paragraph (a) above or paragraph (he) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such caserecord date mentioned below, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall Stock thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in shall be determined by multiplying the number of Shares as provided in paragraph (f)), the Exercise Price payable shares of Preferred Stock theretofore purchasable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be (i) the number of Shares purchasable upon shares of Preferred Stock outstanding on the exercise date of each Warrant immediately prior to issuance of such adjustmentrights, options or warrants plus the number of additional shares of Preferred Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at Stock outstanding on the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification issuance of such shares consisting solely of changes in par valuerights, of from par value to no par value, options or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter warrants plus the number of shares which the aggregate offering price of the total number of shares of Preferred Stock so offered would purchase at the market price per share of Preferred Stock at such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.record
Appears in 1 contract
Samples: Preferred Stock Warrant Agreement (Walt Disney Co/)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Common Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.4.1. -----------
(a) If the Company shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Common Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Common Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Common Stock into a smaller number of shares of [Common/Preferred Stock] Common Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares shares of Common Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder Holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Common Stock or other securities of the Company which such holder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Company shall issue rights, options or warrants to all Holders of its outstanding Common Stock, without any charge to such Holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Market Price per share of Common Stock (as defined in paragraph (e) below) at the record date mentioned below, the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Market Price per share of Common Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) If the Company shall distribute to all Holders of its shares of Common Stock evidence of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then current Market Price per share of Common Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be (ii) the then current Market Price per share of Common Stock less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one (1) share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Common Stock (except as provided in paragraph paragraphs (a) above or paragraph through (hc) belowabove), any holder Holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Common Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; .
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 4.1, the current or closing Market Price per share of Common Stock at ----------- any date shall be deemed to be the average of the daily closing prices for the twenty (20) consecutive trading days before the date of such computation. The closing price for each day shall be the last sale price for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (the "NYSE") or if the Common Stock is not listed on the NYSE, then on ---- the principal United States national securities exchange on which the Common Stock is listed or quoted. If the Common Stock is not listed or quoted on any such caseUnited States national securities exchange, appropriate provision (as then the current or closing market price per share of Common Stock shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant AgentCompany in good faith.
(f) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of Whenever the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares Common Stock purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f))provided, the Exercise Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(eg) For the purpose of this Section 3.8The Company may elect, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at on or after the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in required by paragraphs (a) through (d) of this Section 4.1, to adjust the number of ----------- Warrants in substitution for an adjustment in the number of shares of Common Stock purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for the same number of shares of Common Stock as immediately prior to such adjustment. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The Company shall notify the Holders of Warrants, in the same manner as provided in the first paragraph of Section 8.4, of its election to ----------- adjust the number of Warrants, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter. Upon each adjustment of the number of Warrants pursuant to this paragraph (g) the Company shall, as promptly as practicable, cause to be distributed to Holders of record of Warrants on such record date Warrant Certificates evidencing, subject to paragraph (h), inclusivethe additional Warrants to which such Holders shall be entitled as a result of such adjustment, aboveor, at the option of the Company, shall cause to be distributed to such Holders of record in substitution and replacement for the Warrant Certificates held by such Holders prior to the date of adjustment, and upon surrender thereof, new Warrant Certificates evidencing all the provisions Warrants to be executed, issued and registered in the manner specified in Section 5.1 (and ----------- which may bear, at the option of Sections 2.1the Company, 2.2, 2.3, 3.6, 3.7(athe adjusted Exercise Price) and 3.10shall be registered in the names of the Holders of record of Warrant Certificates on the record date specified in the notice.
(h) The Company shall not be required to issue fractions of Warrants on any distribution of Warrants to Holders of Warrant Certificates pursuant to paragraph (g) or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, with respect there shall be paid to the Sharesregistered Holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant on the trading day immediately prior to the date on which such fractional Warrant could have been otherwise issuable (the "Valuation Date"). For purposes of this paragraph (h), -------------- the current market value of a Warrant shall apply be the aggregate closing Market Price on like terms the Valuation Date (determined as set forth in paragraph (e)) of all shares of Common Stock issuable upon exercise of one Warrant plus the fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of any other assets or securities purchasable upon exercise of one Warrant less the Exercise Price of one Warrant.
(i) Notwithstanding any adjustment pursuant to any Section 4.1 in the number of ----------- shares of Common Stock purchasable upon the exercise of a Warrant, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Warrants or to distribute certificates which evidence fractional shares. In lieu of fractional shares, there shall be paid to the registered Holders of Warrant Certificates at the time such other shares.Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1)
Appears in 1 contract
Samples: Warrant Agreement (Weeks Corp)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares [shares of Stock] [Depositary Shares] purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.83.2.
(a) [If Warrant exercisable for depositary shares—If the Corporation shall change the par value or liquidation preference, split-up, combine or otherwise reclassify the preferred stock relating to the Depositary Shares, or upon any recapitalization, reorganization, merger or consolidation of the Company affecting the underlying preferred stock, then the number of Depositary Shares issuable upon exercise of each Warrant immediately prior thereto shall be adjusted in accordance with the terms set forth in the applicable deposit agreement.] [If Warrant exercisable for common stock or preferred stock—If the Corporation shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company Corporation is the continuing corporation), then the number of Shares shares of Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Stock or other securities of the Company Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Corporation shall issue rights, options or warrants to all holders of its outstanding Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Stock at a price per share that is lower than the market price per share of Stock (as defined in paragraph (e) below) at the record date mentioned below, then the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Stock so offered would purchase at the market price per share of Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, then the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(c) If the Corporation shall distribute to all holders of its shares of Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then-current market price per share of Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be (ii) the then-current market price per share of Stock less the then fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one share of Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive such distribution. If at the end of the period during which such rights, options or warrants or convertible or exchangeable securities are exercisable, not all rights, options or warrants or convertible or exchangeable securities shall have been exercised, then the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(d) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Stock (except as provided in paragraph paragraphs (a) above or paragraph through (hc) belowabove), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company Corporation that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; .
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 3.2, the current or closing market price per share of Stock at any date shall be deemed to be the average of the daily closing prices for consecutive trading days commencing trading days before the date of such computation. The closing price for each day shall be [the last sale price] for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (the "NYSE") or if the Stock is not listed on the NYSE, then on the principal United States national securities exchange on which the Stock is listed or quoted. If the Stock is not listed or quoted on any such caseUnited States national securities exchange, appropriate provision (as then the current or closing market price per share of Stock shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant AgentCorporation in good faith.] [(b) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants or (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stockf), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares [shares of Stock] [Depositary Shares] purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f))provided, the Exercise Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
. [(ec) For the purpose of this Section 3.8or (g)] The Corporation may elect, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at on or after the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. adjustment required by [If at any time, as a result of an adjustment made pursuant to Warrant exercisable for depositary shares—paragraph (a) )] [If Warrant exercisable for common stock or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in preferred stock—paragraphs (a) through (d)] of this Section 3.2, inclusiveto adjust the number of Warrants in substitution for an adjustment in the number of [shares of Stock] [Depositary Shares] purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for the same number of [shares of Stock] [Depositary Shares] as immediately prior to such adjustment. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The Corporation shall notify the holders of Warrants, abovein the same manner as provided in the first paragraph of Section 7.5, of its election to adjust the number of Warrants, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter. Upon each adjustment of the number of Warrants pursuant to this paragraph [(c) or (g)] the Corporation shall, as promptly as practicable, cause to be distributed to holders of record of Warrants on such record date Warrant Certificates evidencing, subject to paragraph (h), the additional Warrants to which such holders shall be entitled as a result of such adjustment, or, at the option of the Corporation, shall cause to be distributed to such holders of record in substitution and replacement for the Warrant Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the provisions Corporation, new Warrant Certificates evidencing all the Warrants to be issued, executed and registered in the manner specified in Article I (and which may bear, at the option of Sections 2.1the Corporation, 2.2, 2.3, 3.6, 3.7(athe adjusted Exercise Price) and 3.10shall be registered in the names of the holders of record of Warrant Certificates on the record date specified in the notice. [(d) or (h)] The Corporation shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to paragraph [(c) or (g)] or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, there shall be paid to the registered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant on the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable (the "Valuation Date"). [If Warrant exercisable for depositary shares—For purposes of this paragraph (d), the current market value of a Warrant shall be the average of the daily closing prices for the consecutive trading days commencing trading days before the date of such computation, of all Depositary Shares issuable upon exercise of one Warrant plus the fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of any other assets or securities purchasable upon exercise of one Warrant less the Exercise Price of one Warrant.] [If Warrant exercisable for common stock or preferred stock—For purposes of this paragraph (h), the current market value of a Warrant shall be the aggregate closing market price on the Valuation Date (determined as set forth in paragraph (e)) of all shares of Stock issuable upon exercise of one Warrant plus the fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of any other assets or securities purchasable upon exercise of one Warrant less the Exercise Price of one Warrant.] [(e) or (i)] Notwithstanding any adjustment pursuant to Section 3.2 in the number of shares of Stock purchasable upon the exercise of a Warrant, the Corporation shall not be required to issue fractions of [shares of Stock] [Depositary Shares] upon exercise of the Warrants or to distribute certificates which evidence fractional shares. In lieu of fractional shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a [share of Stock] [Depositary Share]. [If Warrant exercisable for depositary shares—For purposes of this paragraph (e), the current market value of a Depositary Share shall be the closing market price (as determined below) of a Depositary Share for the trading day immediately prior to the date of such exercise. The closing market price for each day shall be [the last sale price] for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (the "NYSE") or if the Depositary Shares are not listed on the NYSE, then on the principal United States national securities exchange on which the Depositary Shares are listed or quoted. If the Depositary Shares are not listed or quoted on any United States national securities exchange, then the current or closing market price per Depositary Share shall be determined by the Board of Directors of the Corporation in good faith.] [If Warrant exercisable for common stock or preferred stock—For purposes of this paragraph (i), the current market value of a share of Stock shall be the closing market price (determined as set forth in paragraph (e)) of a share of Stock for the trading day immediately prior to the date of such exercise.] [(f) or (j)] No adjustment in the number of [shares of Stock] [Depositary Shares] purchasable upon exercise of the Warrant need be made unless the adjustment would require an increase or decrease of at least one-half of one percent (0.5%). Any adjustment that is not made shall be carried forward and taken into account in any subsequent adjustment, provided that no such adjustment shall apply be deferred beyond the date on like terms which a Warrant is exercised. All calculations under this Article III shall be made to any such other sharesthe nearest 1/1000th of a share.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Common Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.812.
(a) If the Company shall (i) pay a dividend or make a distribution on its capital stock (including [Common/Preferred Stock]) in Common Stock consisting of shares of Common Stock, (ii) subdivide its outstanding shares of [Common/Preferred Common Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Common Stock into a smaller number of shares of [Common/Preferred Stock] Common Stock or (iv) issue any shares of its capital stock issue, in a reclassification of the [Common/Preferred Common Stock] , other securities of the Company (including any such reclassification in connection with a consolidation or merger of the Company in which the Company is the continuing corporationsurviving entity), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled upon exercise to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(bi) In If the event Company at any time or from time to time after the date hereof shall distribute to all holders of Common Stock (including any capital reorganization or any reclassification such distribution made to the shareholders of the [Common/Preferred Stock] Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash or assets (except as provided other than (A) distributions and dividends payable in paragraph shares of Common Stock or (aB) above cash dividends or paragraph (h) belowdistributions paid out of retained earnings or surplus legally available for such dividends or distributions), any holder of Warrants upon exercise thereof then, in each case, the Exercise Price shall be entitled to receive, adjusted by multiplying the Exercise Price in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise effect immediately prior to such reorganization or reclassification, the shares (record date for the determination of any class or classes) or other securities or property of the Company that he or she would have been shareholders entitled to receive at such distribution by a fraction, the same aggregate Exercise numerator of which shall be the Market Price upon (as determined pursuant to Section 7(d)) per share of Common Stock on such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such caserecord date, appropriate provision less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive for all purposes) of the portion of the evidences of indebtedness or assets so to be distributed, applicable to one share, and the denominator of which shall be evidenced by a resolution filed such Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date.
(ii) If any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation or merger of the Company with or into any other person, or any sale, lease or other transfer of all or substantially all of the Warrant Agent) assets of the Company to any other person, shall be made for effected in such a way that the application of this Section 3.8 with respect to the rights and interests thereafter holders of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital Common Stock shall be entitled to receive stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] securities, cash or other securities purchasable and property (whether such stock, securities, cash or other property are issued or distributed by the Warrant Price thereofCompany or any other person) shall thereafter be reflectedwith respect to or in exchange for the Common Stock, then, as nearly as reasonably practicablea condition of such reorganization, in all subsequent exercises reclassification, consolidation, merger, sale, lease or other transfer, lawful and adequate provision shall be made whereby the holders of the Warrants for any shall have the right to acquire and receive upon exercise of such Warrants such shares or securities of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, merger, sale, lease or other transfer) with respect to or in exchange for such number of outstanding shares of Common Stock as would have been received upon exercise of such Warrants had such Warrants been exercised immediately before such reorganization, reclassification, consolidation, merger, sale, lease or other transfer, subject to adjustments (as determined in good faith by the Board of Directors of the Company). Adjustments for events subsequent to the effective date of such reorganization, reclassification, consolidation, merger, sale, lease or other transfer shall be as nearly equivalent as may be practicable to the adjustments provided for in this Agreement. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving person, or in any contract of sale, merger, conveyance, lease, transfer or otherwise, so that the provisions set forth herein for the protection of the rights of the holders of the Warrants shall thereafter deliverable continue to be applicable; and any such resulting or surviving person shall expressly assume the obligation to deliver, upon the exercise of the Warrants, such shares of stock, securities, cash and other property. The provisions of this Section 12(b)(ii) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, leases or other transfers.
(ciii) Except for adjustments required by paragraph (h) hereofIf any capital reorganization of the Company, no adjustment in reclassification of the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase Common Stock, consolidation or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] merger of the Company at with or into any other person, or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person, in each case on or prior to the third anniversary of the date of this Agreement, shall be effected in such a way that the holders of the Common Stock shall be entitled to receive consideration in which cash represents at least ninety-five percent (95%) (as determined in good faith by the Board of Directors of the Company) of the total consideration (whether distributed by the Company or (ii) any other class person), in exchange for the surrender of stock resulting from successive changes their shares of Common Stock or, in the case of a sale of assets, in exchange for the assets subject to such sale, which, together with any other consideration issued or reclassification paid, is at least equal, in the aggregate, to the Minimum Consideration (as determined in good faith by the Board of Directors of the Company) with respect to or in exchange for the Common Stock or assets (any such shares consisting solely of changes in par valuereorganization, of from par value to no par valuereclassification, consolidation, merger, sale, lease or from no par value to par value. If at any timeother transfer, a "Cash Transaction"), then, as a result condition of an adjustment such Cash Transaction, lawful and adequate provision shall be made pursuant whereby each holder of Warrants shall have the right (the "Repurchase Right") to paragraph require the Company to repurchase such holder's Warrants, in whole or in part, for the Repurchase Price (aas defined below). Such Repurchase Right may be exercised by the holder of Warrants by written notice to the Company within thirty (30) days of consummation of the Cash Transaction, and the Company shall cause the applicable Repurchase Price to be paid to the holder in cash within three (3) business days of such notice of exercise. In any such event, effective provisions shall be made in the certificate or (b) abovearticles of incorporation of the resulting or surviving person, or in any contract of sale, merger, conveyance, lease, transfer or otherwise, so that the provisions set forth herein for the protection of the rights of the holders of the Warrants shall become entitled thereafter continue to purchase be applicable; and any shares such resulting or surviving person shall expressly assume the obligation to deliver, upon exercise of the Warrants, the Repurchase Price pursuant to this Section 12(b)(iii).
(iv) The Company shall notify all holders of Warrants, in the manner provided in Section 14, of any Cash Transaction at least thirty (30) days prior to such transaction and of the Repurchase Right set forth herein arising as a result thereof. Such notice shall state:
(1) the expected date of the consummation of the Cash Transaction;
(2) the date by which the Repurchase Right must be exercised;
(3) the applicable Repurchase Price;
(4) a description of the consideration to be paid per share of Common Stock in the Cash Transaction to the holders of Common Stock; and
(5) a description of the procedure which a holder must follow to exercise its Repurchase Right, and the place or places where its Warrants are to be surrendered for payment of the Repurchase Price. No failure of the Company other than shares to give the foregoing notices or defect therein shall limit any holder's right to exercise a Repurchase Right or affect the validity of Stock, thereafter the number proceedings for the repurchase of such other shares so purchasable upon exercise Warrants.
(v) For purposes of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.Section 12(b)(iii):
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.811.
(a) If In case the Company shall at any time after the date of this Agreement (i) pay declare a dividend on the Common Stock payable in shares of its capital stock (including [Common/Preferred Stock]) in whether shares of StockCommon Stock or of capital stock of any other class), (ii) subdivide its the outstanding shares of [Common/Preferred Common Stock], (iii) combine its the outstanding shares of [Common/Preferred Stock] Common Stock into a smaller number of shares of [Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and/or the number and kind of Shares purchasable upon exercise shares of each Warrant immediately prior thereto capital stock issuable on such date shall be proportionately adjusted so that the holder of each any Warrant exercised after such time shall be entitled to receive the aggregate number and kind and number of Shares or other securities shares of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described abovecapital stock which, had if such Warrant had been exercised immediately prior to the happening such date, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) listed above shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such eventoccur.
(b) In case the event Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any capital reorganization such distribution made in connection with a consolidation or any reclassification merger in which the Company is the continuing corporation) of the [Common/Preferred Stock] evidences of indebtedness or assets (except as provided other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus, or dividends payable in paragraph (a) above Common Stock or paragraph (h) belowsubscription rights or warrants), any holder of Warrants upon exercise thereof the Exercise Price to be in effect after such record date shall be entitled to receive, determined by multiplying the Exercise Price in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise effect immediately prior to such reorganization or reclassificationrecord date by a fraction, of which the shares numerator shall be the Fair Market Value per share of Common Stock (of any class or classes) or other securities or property of as defined in Section 11 (c), on such record date, less the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive if based on reasonable assumptions, and shall be evidenced by described in a resolution statement filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation portion of the adjusted Warrant Price between assets or among shares evidences of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required indebtedness so to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made distributed or of such subscription rights or warrants applicable to the nearest cent and to the nearest one-hundredth one share of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, Common Stock and of which the denominator shall be such Fair Market Value (as defined in Section 11 (c)) per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the number of Shares event that such distribution is not so purchasable immediately thereaftermade, the Exercise Price shall again be adjusted to the Exercise Price which would then be in effect is such record had not been fixed.
(ec) For the purpose of this any computation under Section 3.811(b), the term “shares Fair Market Value per share of Stock” Common Stock on any date shall mean be deemed to be the average of the daily Fair Market Value for the 30 consecutive trading days. "Fair Market Value" means (i) the class of stock designated as highest closing sale price, regular way (excluding dividends or accrued interests), on such day on the [Common/Preferred Stock] of National Exchange which is the Company at the date of this Agreementprincipal market for such securities, or (ii) if no sale takes place on such day(s) on such National Exchange, the last reported closing bid on such day as officially quoted on such National Exchange or (iii) if the Common Stock is not then listed or admitted to trading on any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes National Exchange, the last reported closing bid on such day(s) in par value, of from par value to no par value, or from no par value to par value. If at any timethe over-the-counter market, as a result of an adjustment made pursuant to paragraph (a) furnished by Nasdaq system or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other sharesrecognized reporting entity.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Except as may be otherwise provided in accordance with Section 1, the Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.814.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Stock (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 14 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Exercise Price between or among shares of classes of capital stock), to the end that this Section 3.8 14 (including the adjustments of the number of shares of [Common/Preferred Stock] Stock or other securities purchasable and the Warrant Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment adjustments by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.814, the term “"shares of Stock” stock" shall mean (i) the class of stock designated as the [Common/Preferred Stockspecify preferred stock] Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs paragraph (a) through (d), inclusive, above, and the provisions of Sections 2.15, 2.210, 2.312, 3.6, 3.7(a13(a) and 3.1016, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.83.2.
(a) If the Company Corporation shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company Corporation is the continuing corporation), the number of Shares shares of Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Stock or other securities of the Company Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Corporation shall issue rights, options or warrants to all holders of its outstanding Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Stock at a price per share that is lower than the market price per share of Stock (as defined in paragraph (e) below) at the record date mentioned below, the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Stock so offered would purchase at the market price per share of Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(c) If the Corporation shall distribute to all holders of its shares of Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then current market price per share of Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be (ii) the then current market price per share of Stock less the then fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one share of Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive such distribution. If at the end of the period during which such rights, options or warrants or convertible or exchangeable securities are exercisable, not all rights, options or warrants or convertible or exchangeable securities shall have been exercised, the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(d) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Stock (except as provided in paragraph paragraphs (a) above or paragraph through (hc) belowabove), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company Corporation that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; .
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 3.02, the current or closing market price per share of Stock at any date shall be deemed to be the average of the daily closing prices for ______ consecutive trading days commencing ______ trading days before the date of such computation. The closing price for each day shall be [the last sale price] for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (the “NYSE”) or if the Stock is not listed on the NYSE, then on the principal United States national securities exchange on which the Stock is listed or quoted. If the Stock is not listed or quoted on any such caseUnited States national securities exchange, appropriate provision (as then the current or closing market price per share of Stock shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant AgentCorporation in good faith.
(f) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of Whenever the number of shares of [Common/Preferred StockNAME OF SECURITY] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f))provided, the Exercise Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(eg) For the purpose of this Section 3.8The Corporation may elect, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at on or after the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in required by paragraphs (a) through (d) of this Section 3.2, to adjust the number of Warrants in substitution for an adjustment in the number of shares of Stock purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for the same number of shares of Stock as immediately prior to such adjustment. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The Corporation shall notify the holders of Warrants, in the same manner as provided in the first paragraph of Section 7.5, of its election to adjust the number of Warrants, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter. Upon each adjustment of the number of Warrants pursuant to this paragraph (g) the Corporation shall, as promptly as practicable, cause to be distributed to holders of record of Warrants on such record date Warrant Certificates evidencing, subject to paragraph (h), inclusivethe additional Warrants to which such holders shall be entitled as a result of such adjustment, aboveor, at the option of the Corporation, shall cause to be distributed to such holders of record in substitution and replacement for the Warrant Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the provisions Corporation, new Warrant Certificates evidencing all the Warrants to be issued, executed and registered in the manner specified in Section 1 (and which may bear, at the option of Sections 2.1the Corporation, 2.2, 2.3, 3.6, 3.7(athe adjusted Exercise Price) and 3.10shall be registered in the names of the holders of record of Warrant Certificates on the record date specified in the notice.
(h) The Corporation shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to paragraph (g) or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, with respect there shall be paid to the Sharesregistered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant on the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable (the “Valuation Date”). For purposes of this paragraph (h), the current market value of a Warrant shall apply be the aggregate closing market price on like terms the Valuation Date (determined as set forth in paragraph (e)) of all shares of Stock issuable upon exercise of one Warrant plus the fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of any other assets or securities purchasable upon exercise of one Warrant less the Exercise Price of one Warrant.
(i) Notwithstanding any adjustment pursuant to Section 3.2 in the number of shares of Stock purchasable upon the exercise of a Warrant, the Corporation shall not be required to issue fractions of shares of Stock upon exercise of the Warrants or to distribute certificates which evidence fractional shares. In lieu of fractional shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Stock. For purposes of this paragraph (i), the current market value of a share of Stock shall be the closing market price (determined as set forth in paragraph (e)) of a share of Stock for the trading day immediately prior to the date of such exercise.
(j) No adjustment in the number of shares of Stock purchasable upon exercise of the Warrant need be made unless the adjustment would require an increase or decrease of at least 0.5%. Any adjustment that is not made shall be carried forward and taken into account in any subsequent adjustment, provided that no such other sharesadjustment shall be deferred beyond the date on which a Warrant is exercised. All calculations under this Article III shall be made to the nearest 1/1000th of a share.
(k) To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the cash.
Appears in 1 contract
Samples: Warrant Agreement (McKesson Corp)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.83.2.
(a) If the Company Corporation shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Stock into a smaller number of shares of [Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company Corporation is the continuing corporation), the number of Shares shares of Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Stock or other securities of the Company Corporation which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Corporation shall issue rights, options or warrants to all holders of its outstanding Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Stock at a price per share that is lower than the market price per share of Stock (as defined in paragraph (e) below) at the record date mentioned below, the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Stock so offered would purchase at the market price per share of Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(c) If the Corporation shall distribute to all holders of its shares of Stock evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares of Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Stock theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then current market price per share of Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be (ii) the then current market price per share of Stock less the then fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one share of Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive such distribution. If at the end of the period during which such rights, options or warrants or convertible or exchangeable securities are exercisable, not all rights, options or warrants or convertible or exchangeable securities shall have been exercised, the adjusted number of shares of Stock purchasable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the adjustments made in the foregoing formula had been based on the number of shares actually issued.
(d) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Stock (except as provided in paragraph paragraphs (a) above or paragraph through (hc) belowabove), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company Corporation that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; .
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 3.02, the current or closing market price per share of Stock at any date shall be deemed to be the average of the daily closing prices for consecutive trading days commencing __________ trading days before the date of such computation. The closing price for each day shall be [the last sale price] for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (the “NYSE”) or if the Stock is not listed on the NYSE, then on the principal United States national securities exchange on which the Stock is listed or quoted. If the Stock is not listed or quoted on any such caseUnited States national securities exchange, appropriate provision (as then the current or closing market price per share of Stock shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant AgentCorporation in good faith.
(f) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of Whenever the number of shares of [Common/Preferred StockNAME OF SECURITY] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f))provided, the Exercise Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(eg) For the purpose of this Section 3.8The Corporation may elect, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at on or after the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in required by paragraphs (a) through (d) of this Section 3.2, to adjust the number of Warrants in substitution for an adjustment in the number of shares of Stock purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for the same number of shares of Stock as immediately prior to such adjustment. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The Corporation shall notify the holders of Warrants, in the same manner as provided in the first paragraph of Section 7.5, of its election to adjust the number of Warrants, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter. Upon each adjustment of the number of Warrants pursuant to this paragraph (g) the Corporation shall, as promptly as practicable, cause to be distributed to holders of record of Warrants on such record date Warrant Certificates evidencing, subject to paragraph (h), inclusivethe additional Warrants to which such holders shall be entitled as a result of such adjustment, aboveor, at the option of the Corporation, shall cause to be distributed to such holders of record in substitution and replacement for the Warrant Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the provisions Corporation, new Warrant Certificates evidencing all the Warrants to be issued, executed and registered in the manner specified in Section 1 (and which may bear, at the option of Sections 2.1the Corporation, 2.2, 2.3, 3.6, 3.7(athe adjusted Exercise Price) and 3.10shall be registered in the names of the holders of record of Warrant Certificates on the record date specified in the notice.
(h) The Corporation shall not be required to issue fractions of Warrants on any distribution of Warrants to holders of Warrant Certificates pursuant to paragraph (g) or to distribute Warrant Certificates that evidence fractional Warrants. In lieu of such fractional Warrants, with respect there shall be paid to the Sharesregistered holders of the Warrant Certificates with regard to which such fractional Warrants would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a full Warrant on the trading day immediately prior to the date on which such fractional Warrant would have been otherwise issuable (the “Valuation Date”). For purposes of this paragraph (h), the current market value of a Warrant shall apply be the aggregate closing market price on like terms the Valuation Date (determined as set forth in paragraph (e)) of all shares of Stock issuable upon exercise of one Warrant plus the fair value (as determined by the Board of Directors of the Corporation, whose determination shall be conclusive) of any other assets or securities purchasable upon exercise of one Warrant less the Exercise Price of one Warrant.
(i) Notwithstanding any adjustment pursuant to Section 3.2 in the number of shares of Stock purchasable upon the exercise of a Warrant, the Corporation shall not be required to issue fractions of shares of Stock upon exercise of the Warrants or to distribute certificates which evidence fractional shares. In lieu of fractional shares, there shall be paid to the registered holders of Warrant Certificates at the time such Warrant Certificates are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of Stock. For purposes of this paragraph (i), the current market value of a share of Stock shall be the closing market price (determined as set forth in paragraph (e)) of a share of Stock for the trading day immediately prior to the date of such exercise.
(j) No adjustment in the number of shares of Stock purchasable upon exercise of the Warrant need be made unless the adjustment would require an increase or decrease of at least 0.5%. Any adjustment that is not made shall be carried forward and taken into account in any subsequent adjustment, provided that no such other sharesadjustment shall be deferred beyond the date on which a Warrant is exercised. All calculations under this Article III shall be made to the nearest 1/1000th of a share.
(k) To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the cash.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of {Common Stock} {Preferred Stock} purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.83.2.
(a) If the Company shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of {Common Stock} {Preferred Stock} or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/{Common Stock} {Preferred Stock]} , (iii) combine its outstanding shares of [Common/{Common Stock} {Preferred Stock] } into a smaller number of shares of [Common/{Common Stock} {Preferred Stock] } or (iv) issue any shares of its capital stock in a reclassification of the [Common/{Common Stock} {Preferred Stock] } (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares shares of {Common Stock} {Preferred Stock} purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled identified to receive the kind and number of Shares shares of {Common Stock} {Preferred Stock} or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Company shall issue rights, options or warrants to all holders of its outstanding {Common Stock} {Preferred Stock}, without any charge to such holders, entitling them to subscribe for or purchase shares of {Common Stock} {Preferred Stock} at a price per share that is lower than the market price per share of {Common Stock} {Preferred Stock} (as defined in paragraph (e) below) at the record date mentioned below, the number of shares of {Common Stock} {Preferred Stock} thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of {Common Stock} {Preferred Stock} theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of {Common Stock} {Preferred Stock} outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of {Common Stock} {Preferred Stock} offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of {Common Stock} {Preferred Stock} outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of {Common Stock} {Preferred Stock} so offered would purchase at the market price per share of {Common Stock} {Preferred Stock} at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.
(c) If the Company shall distribute to all holders of its shares of {Common Stock} {Preferred Stock} evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of {Common Stock} {Preferred Stock} (excluding those referred to in paragraph (b) above), then in each case the number of
(d) In the event of any capital reorganization or any reclassification of the [Common/{Common Stock} {Preferred Stock] } (except as provided in paragraph paragraphs (a) above or paragraph through (hc) below)above, any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/{Common Stock} {Preferred Stock] } to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; .
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 3.2, the current or closing market price per share of {Common Stock} {Preferred Stock} at any date shall be deemed to be the average of the daily closing prices for _____ consecutive trading days commencing ________________ trading days before the date of such computation. The closing price for each day shall be {the last sale price} for such day, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange (the "NYSE") or if the {Common Stock} {Preferred Stock} is not listed on the NYSE, then on the principal United States national securities exchange on which the {Common Stock} {Preferred Stock} is listed or quoted. If the {Common Stock} {Preferred Stock} is not listed or quoted on any such caseUnited States national securities exchange, appropriate provision (as then the current or closing market price per share of {Common Stock} {Preferred Stock} shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant AgentCompany in good faith.
(f) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of Whenever the number of shares of [Common/{Common Stock} {Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares } purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f))provided, the Exercise Price payable upon the exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so shares to purchasable immediately thereafter.
(eg) For the purpose of this Section 3.8The Company may elect, the term “shares of Stock” shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at on or after the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in required by paragraphs (a) through (d)) of this Section 3.2, inclusive, above, and to adjust the provisions number of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect Warrants in substitution for an adjustment in the number of shares of {Common Stock} {Preferred Stock} purchasable upon the exercise of a Warrant. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for the same number of shares of {Common Stock} {Preferred Stock} as immediately prior to such adjustment. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the Shares, shall apply on like terms nearest hundredth) obtained by dividing the Exercise Price in effect prior to any such other shares.adjustment of the Exercise Price by the Exercise Price in effect after
Appears in 1 contract
Samples: Warrant Agreement (Ferro Corp)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8, provided however that in no event may such Exercise Price be reduced to an amount lower than the par value of the Shares.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]ordinary shares) in shares of StockStock (as defined below), (ii) subdivide its outstanding shares of [Common/Preferred Stock]ordinary shares, (iii) combine its outstanding ordinary shares of [Common/Preferred Stock] into a smaller number of shares of [Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] ordinary shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] ordinary shares (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] ordinary shares to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Exercise Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of ordinary shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [Common/Preferred Stock] ordinary shares of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Preferred][Class A Common][Class B Common/Preferred Stock]) ] Stock in shares of Stock, (ii) subdivide its outstanding shares of [Preferred][Class A Common][Class B Common/Preferred ] Stock], (iii) combine its outstanding shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock into a smaller number of shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock or (iv) issue any shares of its capital stock in a reclassification of the [Preferred][Class A Common][Class B Common/Preferred Stock] Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Preferred][Class A Common][Class B Common/Preferred Stock] Stock (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Preferred][Class A Common][Class B Common/Preferred Stock] Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-one- hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.83.08, the term “shares of Stock” shall mean (i) the class of stock designated as the [Preferred][Class A Common][Class B Common/Preferred Stock] Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Standard Stock Warrant Agreement (CBS Operations Inc.)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] into a smaller number of shares of [Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in 1%)in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-one- hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [Common/Preferred Stock] of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Warrant Agreement (Eex Corp)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.
(a) If the Company shall (i) pay a dividend on its capital stock (including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] into a smaller number of shares of [Common/Preferred Stock] or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
(b) In the event of any capital reorganization or any reclassification of the [{Common/Preferred Stock] } (except as provided in paragraph (a) above or paragraph (h) below), any holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [{Common/Preferred Stock] } to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [{Common/Preferred Stock] } or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in 1%)in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-one- hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3.8, the term “"shares of Stock” " shall mean (i) the class of stock designated as the [{Common/Preferred Stock] } of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections Section 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Standard Stock Warrant Agreement (Heftel Capital Trust Ii)
Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants. The Exercise Price, the number of Shares shares of Common Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 3.8.4.1. -----------
(a) If the Company shall (i) pay a dividend on in or make a distribution of shares of its capital stock, whether shares of Common Stock or shares of its capital stock (including [Common/Preferred Stock]) in shares of Stockany other class, (ii) subdivide its outstanding shares of [Common/Preferred Common Stock], (iii) combine its outstanding shares of [Common/Preferred Stock] Common Stock into a smaller number of shares of [Common/Preferred Stock] Common Stock or (iv) issue any shares of its capital stock in a reclassification of the [Common/Preferred Stock] Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares shares of Common Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder Holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Common Stock or other securities of the Company which such holder Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) If the Company shall issue rights, options or warrants to all Holders of its outstanding Common Stock, without any charge to such Holders, entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Market Price per share of Common Stock (as defined in paragraph (e) below) at the record date mentioned below, the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be (ii) the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Market Price per share of Common Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactive to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) If the Company shall distribute to all Holders of its shares of Common Stock evidence of its indebtedness or assets (excluding cash dividends or distributions payable out of capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon the exercise of each Warrant, by a fraction, of which the numerator shall be (i) the then current Market Price per share of Common Stock (as defined in paragraph (e) below) on the date of such distribution, and of which the denominator shall be (ii) the then current Market Price per share of Common Stock less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one (1) share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) In the event of any capital reorganization or any reclassification of the [Common/Preferred Stock] Common Stock (except as provided in paragraph paragraphs (a) above or paragraph through (hc) belowabove), any holder Holder of Warrants upon exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred Stock] Common Stock to which he or she would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company that he or she would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if his or her Warrants had been exercised immediately prior thereto; and in any such case, appropriate provision (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a resolution filed with the Warrant Agent) shall be made for the application of this Section 3.8 with respect to the rights and interests thereafter of the holders of Warrants (including the allocation of the adjusted Warrant Price between or among shares of classes of capital stock), to the end that this Section 3.8 (including the adjustments of the number of shares of [Common/Preferred Stock] or other securities purchasable and the Warrant Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property thereafter deliverable upon the exercise of the Warrants.
(c) Except for adjustments required by paragraph (h) hereof, no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest one-hundredth of a Share, as the case may be.
(d) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted as herein provided (whether or not the Company then or thereafter elects to issue additional Warrants in substitution for an adjustment in the number of Shares as provided in paragraph (f)), the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(e) For the purpose of any computation under paragraphs (b) and (c) of this Section 3.84.1, the term “shares current or closing Market Price per share of Stock” Common Stock at ----------- any date shall mean (i) be deemed to be the class of stock designated as the [Common/Preferred Stock] average of the Company at daily closing prices for the twenty (20) consecutive trading days before the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, of from par value to no par value, or from no par value to par valuecomputation. If at any time, as a result of an adjustment made pursuant to paragraph (a) or (b) above, the holders of Warrants shall become entitled to purchase any shares of the Company other than shares of Stock, thereafter the number of such other shares so purchasable upon exercise of The closing price for each Warrant and the Exercise Price of such shares day shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in paragraphs (a) through (d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a) and 3.10, with respect to the Shares, shall apply on like terms to any such other shares.last sale price for such
Appears in 1 contract
Samples: Warrant Agreement (Weeks Corp)
