Adjustment of Exercise Price and Number. of Shares of Common ----------------------------------------------------------- Stock or Warrants. ----------------- (a) Subject to the exceptions referred to in Section 8(g) below, in the event the Corporation shall, at any time or from time to time after the date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the applicable Warrant Price in effect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of (a) the total number of shares of Common Stock outstanding immediately prior to such Change of Shares and (b) the number of shares of Common Stock which the aggregate consideration received by the Corporation upon such sale, issuance, subdivision or combination (determined in accordance with subsection (e) below) could have purchased at the then current Warrant Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such Change of Shares. Upon each adjustment of the applicable Warrant Price Pursuant to this Section 8, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Section 8(b) hereof) be such number of shares (calculated to the nearest hundredth) purchasable at the applicable Warrant Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the applicable Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Warrant Price in effect immediately after such adjustment. (b) In case of any reclassification or capital reorganization of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or capital reorganization of outstanding shares of Common Stock) , or in case of any sale or conveyance to another corporation of the property of the Corporation as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction) , the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall, in substitution for all rights theretofore represented by such Warrant, have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification or capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such Warrant, immediately prior to such reclassification or capital reorganization, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications or capital reorganizations of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (c) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Corporation shall exercise its option to issue new Warrant Certificates pursuant to Section 2(c) hereof, continue to express the applicable Warrant Price per share and the number of shares purchasable thereunder as were expressed in the Warrant Certificates when the same were originally issued. (d) After each adjustment of the Warrant Price pursuant to this Section 8, the Corporation will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the applicable Warrant Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after such adjustment, and, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. (e) For purposes of Section 8(a) and 8(b) hereof, the following provisions (A) and (B) shall also be applicable; (A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Corporation and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections. (B) No adjustment of the Warrant Price shall be made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.01 in the Warrant Price then in effect hereunder. (f) As used in this Section 8, the term "Common Stock" shall mean and include the Corporation's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares issuable upon exercise of the Warrants shall include only shares of such class designated in the Corporation's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 8(c) hereof, the stock, securities or property provided for in such section or (ii), in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changed.
Appears in 2 contracts
Samples: Warrant Agreement (Catalytica Inc), Warrant Agreement (Catalytica Inc)
Adjustment of Exercise Price and Number. of Shares upon --------------------------------------------------------- Issuance of Common ----------------------------------------------------------- Stock Stock. If and whenever on or Warrants. -----------------
(a) Subject to the exceptions referred to in Section 8(g) below, in the event the Corporation shall, at any time or from time to time after the date hereofof issuance of --------------------------- this Warrant, issue the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding (other than shares of Common Stock into issuable by the Company (whether now or in the future) in connection with an approved stock plan and other than Common Stock or securities exercisable for shares of Common Stock issued to the Holder pursuant to the Purchase Agreement) for a greater consideration per share less than a price equal to the Exercise Price, then immediately after such issuance or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, sale the applicable Warrant Exercise Price in effect immediately prior to such Change of Shares shall be changed reduced to a price (including any applicable fraction of a cent) an amount determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be dividing (1) the sum of (aI) the total product of the Exercise Price and the number of shares of Common Stock actually outstanding (determined on a Fully Diluted Basis, as defined below) immediately prior to such Change of Shares issuance or sale, and (bII) the consideration, if any, received by the Company upon such issuance or sale, by (2) the number of shares of Common Stock which outstanding (determined on a Fully Diluted Basis) immediately after such issuance or sale. Upon each such adjustment of the aggregate consideration received Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price by the Corporation number of shares of Common Stock acquirable upon exercise of this Warrant and dividing the product thereof by the Exercise Price resulting from such saleadjustment. For purposes hereof, issuance, subdivision or combination (determined in accordance with subsection (e) below) could have purchased at the then current Warrant Price, and the denominator of which "Fully Diluted Basis" shall be the total mean that number of shares of Common Stock outstanding immediately after such Change assuming the conversion, exercise or exchange of Shares. Upon each adjustment of the applicable Warrant Price Pursuant to this Section 8, the total number of shares of all securities convertible into or exchangeable for Common Stock purchasable upon the exercise (hereinafter "convertible securities") regardless of each Warrant shall (subject to the provisions contained in Section 8(b) hereof) be whether any such number of shares (calculated to the nearest hundredth) purchasable securities are actually exercisable or convertible at the applicable Warrant Price immediately prior to such adjustment multiplied by a fractiontime, the numerator of which shall be the applicable Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Warrant Price in effect immediately after such adjustment.
(b) In case of but excluding any reclassification or capital reorganization of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or capital reorganization of outstanding shares of Common Stock) , or in case of any sale or conveyance to another corporation of the property of the Corporation as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction) , the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall, in substitution for all rights theretofore represented by such Warrant, have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification or capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such Warrant, immediately prior to such reclassification or capital reorganization, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications or capital reorganizations of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Corporation shall exercise its option to issue new Warrant Certificates pursuant to Section 2(c) hereof, continue to express the applicable Warrant Price per share and the number of shares purchasable thereunder as were expressed in the Warrant Certificates when the same were originally issued.
(d) After each adjustment of the Warrant Price pursuant to this Section 8, the Corporation will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the applicable Warrant Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after such adjustment, and, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(e) For purposes of Section 8(a) and 8(b) hereof, the following provisions (A) and (B) shall also be applicable;
(A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Corporation and the sale Company or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections.
(B) No adjustment of the Warrant Price shall be made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.01 in the Warrant Price then in effect hereunder.
(f) As used in this Section 8, the term "Common Stock" shall mean and include the Corporation's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares issuable upon exercise of this Warrant or any other warrant issued to the Warrants shall include only shares of such class designated in Holder pursuant to the Corporation's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 8(c) hereof, the stock, securities or property provided for in such section or (ii), in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changedPurchase Agreement.
Appears in 1 contract
Adjustment of Exercise Price and Number. of Shares upon Issuance of ------------------------------------------------------------------ Common ----------------------------------------------------------- Stock Stock. Except as otherwise provided in Paragraphs 4(c) and 4(d) hereof, ------------ if and whenever on or Warrants. -----------------
(a) Subject to the exceptions referred to in Section 8(g) below, in the event the Corporation shall, at any time or from time to time after the date hereofof issuance of this Warrant, issue the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as a stock dividend to hereinafter defined) of the holders Common Stock on the date the Company fixes the price of Common Stock, or subdivide or combine the outstanding shares such issuance of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of SharesDilutive Issuance"), then, and thereafter then immediately upon each further Change of Sharesthe Dilutive Issuance, the applicable Warrant Exercise Price will be reduced to a price determined by dividing (i) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to such Change the Dilutive Issuance times the number of Shares shall be changed to a price shares of Common Stock Deemed Outstanding (including any applicable fraction of a centas hereinafter defined) determined by multiplying the Warrant Price in effect immediately prior thereto to the Dilutive Issuance, plus (y) the quotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), calculated as set forth in Section 4(b) hereof, received by a fraction, the numerator Company upon such Dilutive Issuance by the Market Price on the date of which shall be the sum of issuance; by (aii) the total number of shares of Common Stock outstanding Deemed Outstanding immediately prior to after the Dilutive Issuance. Upon each such Change adjustment of Shares and (b) the Exercise Price hereunder, the number of shares of Common Stock which acquirable upon exercise of -this warrant will be adjusted to the aggregate consideration received by the Corporation upon such sale, issuance, subdivision or combination (determined in accordance with subsection (e) below) could have purchased at the then current Warrant Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such Change of Shares. Upon each adjustment of determined by multiplying the applicable Warrant Price Pursuant to this Section 8, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Section 8(b) hereof) be such number of shares (calculated to the nearest hundredth) purchasable at the applicable Warrant Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the applicable Warrant Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Warrant Price in effect immediately after such adjustment.
(b) In case of any reclassification or capital reorganization of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or capital reorganization of outstanding shares of Common Stock) , or in case of any sale or conveyance to another corporation of the property of the Corporation as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction) , the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall, in substitution for all rights theretofore represented by such Warrant, have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification or capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased acquirable upon exercise of such Warrant, this Warrant immediately prior to such reclassification or capital reorganization, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to adjustment and dividing the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications or capital reorganizations of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Corporation shall exercise its option to issue new Warrant Certificates pursuant to Section 2(c) hereof, continue to express the applicable Warrant Price per share and the number of shares purchasable thereunder as were expressed in the Warrant Certificates when the same were originally issued.
(d) After each adjustment of the Warrant Price pursuant to this Section 8, the Corporation will promptly prepare a certificate signed product thereof by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the applicable Warrant Exercise Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after resulting from such adjustment, and, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(e) For purposes of Section 8(a) and 8(b) hereof, the following provisions (A) and (B) shall also be applicable;
(A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Corporation and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections.
(B) No adjustment of the Warrant Price shall be made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.01 in the Warrant Price then in effect hereunder.
(f) As used in this Section 8, the term "Common Stock" shall mean and include the Corporation's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares issuable upon exercise of the Warrants shall include only shares of such class designated in the Corporation's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 8(c) hereof, the stock, securities or property provided for in such section or (ii), in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changed.
Appears in 1 contract
Adjustment of Exercise Price and Number. of Shares upon ------------------------------------------------------ Issuance of Common ----------------------------------------------------------- Stock Stock. Except as otherwise provided in Paragraphs 4(c) and ------------------------ 4(d) hereof,if and whenever on or Warrants. -----------------
(a) Subject to the exceptions referred to in Section 8(g) below, in the event the Corporation shall, at any time or from time to time after the date hereofof issuance of this Warrant, issue the Company 4(d) issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as a stock dividend to hereinafter defined) of the holders Common Stock on the date the Company fixes the price of Common Stock, or subdivide or combine the outstanding shares such issuance of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of SharesDilutive Issuance"), then, and thereafter then immediately upon each further Change of Sharesthe Dilutive Issuance, the applicable Warrant Exercise Price will be reduced to a price determined by dividing (i) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to such Change the Dilutive Issuance times the number of Shares shall be changed to a price shares of Common Stock Deemed Outstanding (including any applicable fraction of a centas hereinafter defined) determined by multiplying the Warrant Price in effect immediately prior thereto to the Dilutive Issuance, plus (y) the quotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), calculated as set forth in Section 4(b) hereof, received by a fraction, the numerator Company upon such Dilutive Issuance by the Market Price on the date of which shall be the sum of issuance; by (aii) the total number of shares of Common Stock outstanding Deemed Outstanding immediately prior to after the Dilutive Issuance. Upon each such Change adjustment of Shares and (b) the Exercise Price hereunder, the number of shares of Common Stock which acquirable upon exercise of this warrant will be adjusted to the aggregate consideration received by the Corporation upon such sale, issuance, subdivision or combination (determined in accordance with subsection (e) below) could have purchased at the then current Warrant Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such Change of Shares. Upon each adjustment of determined by multiplying the applicable Warrant Price Pursuant to this Section 8, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Section 8(b) hereof) be such number of shares (calculated to the nearest hundredth) purchasable at the applicable Warrant Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the applicable Warrant Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Warrant Price in effect immediately after such adjustment.
(b) In case of any reclassification or capital reorganization of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or capital reorganization of outstanding shares of Common Stock) , or in case of any sale or conveyance to another corporation of the property of the Corporation as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction) , the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall, in substitution for all rights theretofore represented by such Warrant, have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification or capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased acquirable upon exercise of such Warrant, this Warrant immediately prior to such reclassification or capital reorganization, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to adjustment and dividing the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications or capital reorganizations of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Corporation shall exercise its option to issue new Warrant Certificates pursuant to Section 2(c) hereof, continue to express the applicable Warrant Price per share and the number of shares purchasable thereunder as were expressed in the Warrant Certificates when the same were originally issued.
(d) After each adjustment of the Warrant Price pursuant to this Section 8, the Corporation will promptly prepare a certificate signed product thereof by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the applicable Warrant Exercise Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after resulting from such adjustment, and, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(e) For purposes of Section 8(a) and 8(b) hereof, the following provisions (A) and (B) shall also be applicable;
(A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Corporation and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections.
(B) No adjustment of the Warrant Price shall be made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.01 in the Warrant Price then in effect hereunder.
(f) As used in this Section 8, the term "Common Stock" shall mean and include the Corporation's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares issuable upon exercise of the Warrants shall include only shares of such class designated in the Corporation's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 8(c) hereof, the stock, securities or property provided for in such section or (ii), in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changed.
Appears in 1 contract
Adjustment of Exercise Price and Number. of Shares upon Issuance of ------------------------------------------------------------------ Common ----------------------------------------------------------- Stock Stock. Except as otherwise provided in Paragraphs 4(c) and 4(d) hereof, ------------ if and whenever on or Warrants. -----------------
(a) Subject to the exceptions referred to in Section 8(g) below, in the event the Corporation shall, at any time or from time to time after the date hereofof issuance of this Warrant, issue the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as a stock dividend to hereinafter defined) of the holders Common Stock on the date the Company fixes the price of Common Stock, or subdivide or combine the outstanding shares such issuance of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of SharesDilutive Issuance"), then, and thereafter then immediately upon each further Change of Sharesthe Dilutive Issuance, the applicable Warrant Exercise Price will be reduced to a price determined by dividing (i) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to such Change the Dilutive Issuance times the number of Shares shall be changed to a price shares of Common Stock Deemed Outstanding (including any applicable fraction of a centas hereinafter defined) determined by multiplying the Warrant Price in effect immediately prior thereto to the Dilutive Issuance, plus (y) the quotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), calculated as set forth in Section 4(b) hereof, received by a fraction, the numerator Company upon such Dilutive Issuance by the Market Price on the date of which shall be the sum of issuance; by (aii) the total number of shares of Common Stock outstanding Deemed Outstanding immediately prior to after the Dilutive Issuance. Upon each such Change adjustment of Shares and (b) the Exercise Price hereunder, the number of shares of Common Stock which acquirable upon exercise of this warrant will be adjusted to the aggregate consideration received by the Corporation upon such sale, issuance, subdivision or combination (determined in accordance with subsection (e) below) could have purchased at the then current Warrant Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such Change of Shares. Upon each adjustment of determined by multiplying the applicable Warrant Price Pursuant to this Section 8, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Section 8(b) hereof) be such number of shares (calculated to the nearest hundredth) purchasable at the applicable Warrant Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the applicable Warrant Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Warrant Price in effect immediately after such adjustment.
(b) In case of any reclassification or capital reorganization of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or capital reorganization of outstanding shares of Common Stock) , or in case of any sale or conveyance to another corporation of the property of the Corporation as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction) , the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall, in substitution for all rights theretofore represented by such Warrant, have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification or capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased acquirable upon exercise of such Warrant, this Warrant immediately prior to -to such reclassification or capital reorganization, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to adjustment and dividing the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications or capital reorganizations of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Corporation shall exercise its option to issue new Warrant Certificates pursuant to Section 2(c) hereof, continue to express the applicable Warrant Price per share and the number of shares purchasable thereunder as were expressed in the Warrant Certificates when the same were originally issued.
(d) After each adjustment of the Warrant Price pursuant to this Section 8, the Corporation will promptly prepare a certificate signed product thereof by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the applicable Warrant Exercise Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after resulting from such adjustment, and, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(e) For purposes of Section 8(a) and 8(b) hereof, the following provisions (A) and (B) shall also be applicable;
(A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Corporation and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections.
(B) No adjustment of the Warrant Price shall be made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.01 in the Warrant Price then in effect hereunder.
(f) As used in this Section 8, the term "Common Stock" shall mean and include the Corporation's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares issuable upon exercise of the Warrants shall include only shares of such class designated in the Corporation's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 8(c) hereof, the stock, securities or property provided for in such section or (ii), in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changed.
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Adjustment of Exercise Price and Number. of Shares of Common ----------------------------------------------------------- Stock Purchasable or Number of Warrants. -----------------In addition to any reduction in the --------------------------------------- Exercise Price required pursuant to Section 2(b)(vii) above, prior to the Expiration Date, the Exercise Price, the number of 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 any of the events enumerated in this Section 14.
(a) Subject to In case the exceptions referred to in Section 8(g) below, in the event the Corporation shall, Company shall at any time or from time to time after the date hereof, issue any of this Warrant Agreement (i) make a distribution to holders of shares of Common Stock as a stock dividend to of additional shares of Common Stock or of Other Securities, (ii) subdivide the holders outstanding shares of Common Stock, or subdivide or (iii) combine the outstanding shares of Common Stock into a greater or lesser smaller number of shares of Common Stock, or (iv) issue any Other Securities by reclassification of the shares of Common Stock (including any such salereclassification in connection with a consolidation or merger in which the Company is the continuing entity), issuancethen (1) the number and kind of shares of Common Stock and/or Other Securities issuable, subdivision at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder(s) after such time shall be entitled to receive upon exercise of its Warrants the aggregate number and kind of shares of Common Stock and/or Other Securities which, if its Warrants had been exercised immediately prior to such time, it would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification and (2) the Exercise Price shall be proportionately adjusted. Such adjustment shall be made successively whenever any event listed above shall occur.
(i) In case the Company shall issue any Common Stock or any class or series of capital stock that is not Preferred Stock at a price per share less than the greater of (i) $___ and (ii) the Fair Market Value per share of such security (such greater amount being herein called a hereinafter referred to as the "Change of SharesBase Rate"), then, and thereafter upon each further Change then the Exercise Price in effect at the opening of Shares, business on the applicable Warrant day next following such issuance shall be adjusted to equal the price determined by multiplying (A) the Exercise Price in effect immediately prior to the opening of business on the day next following such Change of Shares shall be changed to a price issuance by (including any applicable fraction of a centB) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of (a) the total number of shares of Common Stock outstanding immediately prior to such Change of Shares and (bx) the number of shares of Common Stock which all classes and series of capital stock (other than Preferred Stock) outstanding on the aggregate consideration received by close of business on the Corporation upon day next preceding the day of such sale, issuance, subdivision or combination issuance and (determined in accordance with subsection (ey) below) the number of shares that could have be purchased at the then current Warrant PriceBase Rate from the aggregate proceeds to the Company from the issuance of such new shares of capital stock, and the denominator of which shall be the total sum of (xx) the number of shares of Common Stock all classes and series of capital stock (other than Preferred Stock) outstanding on the close of business on the day next preceding the day of such issuance and (yy) the number of additional shares of capital stock being issued. For purposes of this Section, "Fair Market Value" shall mean, as to any class or series of capital stock that is not publicly traded, the fair value of the shares of such class or series as determined in accordance with Section 13 hereof and, as to publicly-traded securities, shall mean the average of the daily Current Market Prices of a share of such capital stock during the ten (10) Trading Days immediately after such Change preceding the effective day of Sharesthe Exercise Price adjustment pursuant to this subsection. Upon each adjustment of the applicable Warrant Price Pursuant to this Section 8Exercise Price, the total number of shares Warrant Shares that a Holder of Common Stock purchasable upon the exercise of each a Warrant shall (subject be entitled to receive upon exercise shall be adjusted by multiplying the provisions contained in Section 8(b) hereof) be such number of shares (calculated to the nearest hundredth) purchasable at the applicable Warrant Price Shares issuable upon exercise immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the applicable Warrant Price in effect immediately prior to such adjustment is $______________ and the denominator of which shall be is the applicable Warrant Exercise Price in effect immediately after such adjustment.
(b) In case of any reclassification or capital reorganization of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or capital reorganization of outstanding shares of Common Stock) , or in case of any sale or conveyance to another corporation of the property of the Corporation as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction) , the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall, in substitution for all rights theretofore represented by such Warrant, have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification or capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such Warrant, immediately prior to such reclassification or capital reorganization, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications or capital reorganizations of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Corporation shall exercise its option to issue new Warrant Certificates pursuant to Section 2(c) hereof, continue to express the applicable Warrant Price per share and the number of shares purchasable thereunder as were expressed in the Warrant Certificates when the same were originally issued.
(d) After each adjustment of the Warrant Price pursuant to this Section 8, the Corporation will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the applicable Warrant Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after such adjustment, and, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(e) For purposes of Section 8(a) and 8(b) hereof, the following provisions (A) and (B) shall also be applicable;
(A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Corporation and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections.
(B) No adjustment of the Warrant Price shall be made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.01 in the Warrant Price then in effect hereunder.
(f) As used in this Section 8, the term "Common Stock" shall mean and include the Corporation's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares issuable upon exercise of the Warrants shall include only shares of such class designated in the Corporation's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 8(c) hereof, the stock, securities or property provided for in such section or (ii), in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changed.
Appears in 1 contract
Adjustment of Exercise Price and Number. of Shares upon Issuance ------------------------------------------------------------------ of Common ----------------------------------------------------------- Stock Stock. Except as otherwise provided in Paragraphs 4(c) and 4(d) --------------- hereof, if and whenever on or Warrants. -----------------
(a) Subject to the exceptions referred to in Section 8(g) below, in the event the Corporation shall, at any time or from time to time after the date hereofof issuance of this Warrant, issue the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as a stock dividend to hereinafter defined) of the holders Common Stock on the date the Company fixes the price of Common Stock, or subdivide or combine the outstanding shares such issuance of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of SharesDilutive Issuance"), then, and thereafter then immediately upon each further Change of Sharesthe Dilutive Issuance, the applicable Warrant Exercise Price will be reduced to a price determined by dividing (i) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to such Change the Dilutive Issuance times the number of Shares shall be changed to a price shares of Common Stock Deemed Outstanding (including any applicable fraction of a centas hereinafter defined) determined by multiplying the Warrant Price in effect immediately prior thereto to the Dilutive Issuance, plus (y) the quotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), calculated as set forth in Section 4(b) hereof, received by a fraction, the numerator Company upon such Dilutive Issuance by the Market Price on the date of which shall be the sum of issuance; by (aii) the total number of shares of Common Stock outstanding Deemed Outstanding immediately prior to after the Dilutive Issuance. Upon each such Change adjustment of Shares and (b) the Exercise Price hereunder, the number of shares of Common Stock which acquirable upon exercise of this warrant will be adjusted to the aggregate consideration received by the Corporation upon such sale, issuance, subdivision or combination (determined in accordance with subsection (e) below) could have purchased at the then current Warrant Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such Change of Shares. Upon each adjustment of determined by multiplying the applicable Warrant Price Pursuant to this Section 8, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Section 8(b) hereof) be such number of shares (calculated to the nearest hundredth) purchasable at the applicable Warrant Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the applicable Warrant Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Warrant Price in effect immediately after such adjustment.
(b) In case of any reclassification or capital reorganization of outstanding shares of Common Stock, or in case of any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or capital reorganization of outstanding shares of Common Stock) , or in case of any sale or conveyance to another corporation of the property of the Corporation as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction) , the Corporation shall cause effective provision to be made so that each holder of a Warrant then outstanding shall, in substitution for all rights theretofore represented by such Warrant, have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification or capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased acquirable upon exercise of such Warrant, this Warrant immediately prior to such reclassification or capital reorganization, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to adjustment and dividing the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications or capital reorganizations of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Corporation shall exercise its option to issue new Warrant Certificates pursuant to Section 2(c) hereof, continue to express the applicable Warrant Price per share and the number of shares purchasable thereunder as were expressed in the Warrant Certificates when the same were originally issued.
(d) After each adjustment of the Warrant Price pursuant to this Section 8, the Corporation will promptly prepare a certificate signed product thereof by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Corporation setting forth: (i) the applicable Warrant Exercise Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after resulting from such adjustment, and, if the Corporation shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each warrant shall then be entitled, and (iii) a brief statement of the facts accounting for such adjustment. The Corporation will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Corporation that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(e) For purposes of Section 8(a) and 8(b) hereof, the following provisions (A) and (B) shall also be applicable;
(A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Corporation and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections.
(B) No adjustment of the Warrant Price shall be made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.01 in the Warrant Price then in effect hereunder.
(f) As used in this Section 8, the term "Common Stock" shall mean and include the Corporation's Common Stock authorized on the date of the original issue of the Warrants and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of the Corporation; provided, however, that the shares issuable upon exercise of the Warrants shall include only shares of such class designated in the Corporation's Certificate of Incorporation as Common Stock on the date of the original issue of the Warrants or (i), in the case of any reclassification, change, consolidation, merger, sale or conveyance of the character referred to in Section 8(c) hereof, the stock, securities or property provided for in such section or (ii), in the case of any reclassification or change in the outstanding shares of Common Stock issuable upon exercise of the Warrants as a result of a subdivision or combination or consisting of a change in par value, or from par value to no par value, or from no par value to par value, such shares of Common Stock as so reclassified or changed.
Appears in 1 contract
