Adjustment of Exercise Rights. If, and whenever, after the date hereof and prior to delivery by the Company pursuant to exercies of this Warrant of all shares of Warrant Stock purchasable upon exercise of this Warrant: a. The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is increased as the result of a subdivision of such outstanding shares of stock of such class in payment of a dividend declared upon the outstanding shares of stock of such class, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercise of this Warrant shall thereupon be increased proportionately, and Exercise Price at the time in effect shall thereupon be decrease proportionately; or b. The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is decreased as the result of a combination of outstanding shares into a smaller number of shares, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercies of this Warrant shall thereupon be decreased proportionately, and the Exercise Price at the time in effect shall thereupon be increased proportionately; or c. The outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant are changed (including a change in par value) as the result of a reclassification (other than a reclassificaiton resulting solely in a change to which the provisions of clause a. or b. are applicable), or the Company merges with another corporation or corporations in a merger in which the Company is the resulting corporation (except a merger that does not result in a reclassification of the outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant), then thereafter, upon any exerecise of this Warrant the registered holder hereof will, at no additional cost, be entitled to receive (subject to any additional cost, be entitled to receive (subject tot any required action by stockholders), in lieu of the number and class of shares of stock theretofore purchasable upon such exercise, the number and class of shares of stock and/or other securities and/or property receivable, as a result of such relassification or merger, by a holder of that number and class of shares of stock theretofore purchasable upon such exercise. d. Reorganizaiton or Reclassification. In the event of any capital reorganization ro any reclassification of the capital stock of the Company, this Warrant shall thereafter be exercisable for the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the company issuable upon exercise of this Warrant would have been entitled upon such reorganization or reclassification; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Holder of this Warrant to the end that the provisions set forth herein (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the exercise of this Warrant.
Appears in 1 contract
Samples: Loan Agreement (Penn Octane Corp)
Adjustment of Exercise Rights. IfSubject to Sections 2.14 and 2.15, and whenever, if at any time after the date hereof and prior to delivery by the Company pursuant to exercies Time of this Warrant of all shares of Warrant Stock purchasable upon exercise of this WarrantExpiry, and provided any Warrants remain outstanding, there shall occur:
a. The number of outstanding shares (a) a reclassification of the Company's stock Exchangeable Shares outstanding at any time or a change of the class at the time purchasable upon exercise of this Warrant is increased as the result of Exchangeable Shares into other shares or securities or a subdivision or consolidation of such outstanding shares of stock of such class in payment of the Exchangeable Shares into a dividend declared upon the outstanding shares of stock of such class, then the greater or lesser number of shares of Warrant Stock at the time remaining subject to issuance upon exercise of this Warrant shall thereupon be increased proportionatelyor any other capital reorganization;
(b) a consolidation, and Exercise Price at the time in effect shall thereupon be decrease proportionately; or
b. The number of outstanding shares amalgamation or merger of the Company's stock of the class at the time purchasable upon exercise of this Warrant is decreased as the result of a combination of outstanding shares Corporation with or into a smaller number of shares, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercies of this Warrant shall thereupon be decreased proportionately, and the Exercise Price at the time in effect shall thereupon be increased proportionately; or
c. The outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant are changed (including a change in par value) as the result of a reclassification any other person (other than a reclassificaiton resulting solely in a change to which the provisions of clause a. consolidation, amalgamation or b. are applicable), or the Company merges with another corporation or corporations in a merger in which the Company is the resulting corporation (except a merger that does not result in a any reclassification of the outstanding shares Exchangeable Shares or a change of the Company's stock Exchangeable Shares into other shares or securities);
(c) a transfer of the class at undertaking or assets of the time purchasable upon Corporation as an entirety or substantially as an entirety to another corporation or other entity; or
(d) an issue or distribution to the holders of all or substantially all the Corporation's outstanding Exchangeable Shares of securities of the Corporation, including rights, options or warrants to acquire Exchangeable Shares, or securities convertible into or exchangeable for Exchangeable Shares or any property or assets and any evidences of indebtedness, excluding dividends (other than stock dividends) or other distributions made in the ordinary course by the Corporation and excluding securities issued pursuant to a stock option or stock purchase plan of the Corporation or other stock acquisition arrangements of the Corporation in effect as of the date hereof, any of such events being called a "CAPITAL REORGANIZATION", the holder of any Warrant who thereafter shall exercise of this Warrant), then thereafter, upon any exerecise of this Warrant the registered holder hereof will, at no additional cost, his right to acquire Underlying Shares shall be entitled to receive (subject to any additional receive, and shall accept for no extra cost, be entitled to receive (subject tot any required action by stockholders), in lieu of the number and class of shares of stock Underlying Shares that he was theretofore purchasable entitled upon such exercise, the number kind and class amount of shares Exchangeable Shares or other shares, securities or property which such holder would have received had he been the registered holder of stock and/or other securities and/or property receivablethe Underlying Shares in respect of his Warrants on such effective date or record date, as the case may be. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments shall be made as a result of such relassification or merger, by a holder of that number and class of shares of stock theretofore purchasable upon such exercise.
d. Reorganizaiton or Reclassification. In the event of any capital reorganization ro any reclassification of the capital stock of the Company, this Warrant shall thereafter be exercisable for the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the company issuable upon exercise of this Warrant would have been entitled upon such reorganization or reclassification; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made Capital Reorganization in the application of the provisions herein set forth hereinafter in this Article Two with respect to the rights and interest interests thereafter of Warrantholders with the Holder of this Warrant to the end result that the provisions set forth herein (including provisions with respect to adjustments of the Exercise Price) hereinafter in this Article Two shall thereafter correspondingly be applicable, made applicable as nearly as may be reasonably practicable, possible in relation to any shares of stock other shares, securities or other property thereafter deliverable upon the exercise of this any Warrant. Any such adjustments shall be made by and set forth in an indenture supplemental hereto approved by the directors and the Trustee and shall for all purposes be conclusively deemed to be an appropriate adjustment absent manifest error.
Appears in 1 contract
Adjustment of Exercise Rights. If, and whenever, after the date hereof and prior to delivery by the Company pursuant to exercies of this Warrant of all shares of Warrant Stock purchasable upon exercise of this Warrant:
a. The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is increased as the result of a subdivision of such outstanding shares of stock of such class in payment of a dividend declared upon the outstanding shares of stock of such class, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercise of this Warrant shall thereupon be increased proportionately, and Exercise Price at the time in effect shall thereupon be decrease proportionately; or
b. The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is decreased as the result of a combination of outstanding shares into a smaller number of shares, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercies of this Warrant shall thereupon be decreased proportionately, and the Exercise Price at the time in effect shall thereupon be increased proportionately; or
c. The outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant are changed (including a change in par value) as the result of a reclassification (other than a reclassificaiton resulting solely in a change to which the provisions of clause a. or b. are applicable), or the Company merges with another corporation or corporations in a merger in which the Company Compan is the resulting corporation (except a merger that does not result in a reclassification of the outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant), then thereafter, upon any exerecise of this Warrant the registered holder holde hereof will, at no additional cost, be entitled to receive (subject to any additional cost, be entitled to receive (subject tot any required action by stockholders), in lieu of the number and class of shares of stock theretofore purchasable upon such exercise, the number and class of shares of stock and/or other securities and/or property receivable, as a result of such relassification or merger, by a holder of that number and class of shares of stock theretofore purchasable upon such exercise.
d. Reorganizaiton or Reclassification. In the event of any capital reorganization ro any reclassification of the capital stock of the Company, this Warrant shall thereafter be exercisable for the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the company issuable upon exercise of this Warrant would have been entitled upon such reorganization or reclassification; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Holder of this Warrant to the end that the provisions set forth herein (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the exercise of this Warrant.
Appears in 1 contract
Samples: Loan Agreement (Penn Octane Corp)
Adjustment of Exercise Rights. IfSubject to Sections 2.14 and 2.15, and whenever, if at any time after the date hereof and prior to delivery by the Company pursuant to exercies Time of this Warrant of all shares of Warrant Stock purchasable upon exercise of this WarrantExpiry, and provided any Warrants remain outstanding, there shall occur:
a. The number of outstanding shares (a) a reclassification of the Company's stock Exchangeable Shares outstanding at any time or a change of the class at the time purchasable upon exercise of this Warrant is increased as the result of Exchangeable Shares into other shares or securities or a subdivision or consolidation of such outstanding shares of stock of such class in payment of the Exchangeable Shares into a dividend declared upon the outstanding shares of stock of such class, then the greater or lesser number of shares of Warrant Stock at the time remaining subject to issuance upon exercise of this Warrant shall thereupon be increased proportionatelyor any other capital reorganization;
(b) a consolidation, and Exercise Price at the time in effect shall thereupon be decrease proportionately; or
b. The number of outstanding shares amalgamation or merger of the Company's stock of the class at the time purchasable upon exercise of this Warrant is decreased as the result of a combination of outstanding shares Corporation with or into a smaller number of shares, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercies of this Warrant shall thereupon be decreased proportionately, and the Exercise Price at the time in effect shall thereupon be increased proportionately; or
c. The outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant are changed (including a change in par value) as the result of a reclassification any other person (other than a reclassificaiton resulting solely in a change to which the provisions of clause a. consolidation, amalgamation or b. are applicable), or the Company merges with another corporation or corporations in a merger in which the Company is the resulting corporation (except a merger that does not result in a any reclassification of the outstanding shares Exchangeable Shares or a change of the Company's stock Exchangeable Shares into other shares or securities);
(c) a transfer of the class at undertaking or assets of the time purchasable upon Corporation as an entirety or substantially as an entirety to another corporation or other entity; or
(d) an issue or distribution to the holders of all or substantially all the Corporation's outstanding Exchangeable Shares of securities of the Corporation, including rights, options or warrants to acquire Exchangeable Shares, or securities convertible into or exchangeable for Exchangeable Shares or any property or assets and any evidences of indebtedness, excluding dividends (other than stock dividends) or other distributions made in the ordinary course by the Corporation and excluding securities issued pursuant to a stock option or stock purchase plan of the Corporation or other stock acquisition arrangements of the Corporation in effect as of the date hereof, any of such events being called a "Capital Reorganization", the holder of any Warrant who thereafter shall exercise of this Warrant), then thereafter, upon any exerecise of this Warrant the registered holder hereof will, at no additional cost, his right to acquire Underlying Shares shall be entitled to receive (subject to any additional receive, and shall accept for no extra cost, be entitled to receive (subject tot any required action by stockholders), in lieu of the number and class of shares of stock Underlying Shares that he was theretofore purchasable entitled upon such exercise, the number kind and class amount of shares Exchangeable Shares or other shares, securities or property which such holder would have received had he been the registered holder of stock and/or other securities and/or property receivablethe Underlying Shares in respect of his Warrants on such effective date or record date, as the case may be. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments shall be made as a result of such relassification or merger, by a holder of that number and class of shares of stock theretofore purchasable upon such exercise.
d. Reorganizaiton or Reclassification. In the event of any capital reorganization ro any reclassification of the capital stock of the Company, this Warrant shall thereafter be exercisable for the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the company issuable upon exercise of this Warrant would have been entitled upon such reorganization or reclassification; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made Capital Reorganization in the application of the provisions herein set forth hereinafter in this Article Two with respect to the rights and interest interests thereafter of Warrantholders with the Holder of this Warrant to the end result that the provisions set forth herein (including provisions with respect to adjustments of the Exercise Price) hereinafter in this Article Two shall thereafter correspondingly be applicable, made applicable as nearly as may be reasonably practicable, possible in relation to any shares of stock other shares, securities or other property thereafter deliverable upon the exercise of this any Warrant. Any such adjustments shall be made by and set forth in an indenture supplemental hereto approved by the directors and the Trustee and shall for all purposes be conclusively deemed to be an appropriate adjustment absent manifest error.
Appears in 1 contract