Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 at any time or from time to time after the date hereof and prior to the Expiration Date. (b) If the Issuer shall (i) declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of Common Stock, Convertible Preferred Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, each Warrant outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise the number of shares of Common Stock or Convertible Preferred Stock as would have been the case had such dividend not been declared. If at any time, as a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares. (c) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the Common Stock as at the date of such issuance, including any shares of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on the date of such issuance shall thereafter entitle the holder of such Warrant to receive a number of shares of Common Stock or Convertible Preferred Stock equal to the product of (i) the number of shares of Common Stock or Convertible Preferred Stock to which the holder of such Warrant was entitled immediately prior to such issuance and (ii) the quotient that is obtained by dividing:
Appears in 1 contract
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of Common Stock, Convertible Preferred Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, each Warrant outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise the number of shares of Common Stock or Convertible Preferred Stock as would have been the case had such dividend not been declared. If at any time, as a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares.
(c) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if If the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the such class of Common Stock as at the date of such issuance, including any shares of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on the date of such issuance shall thereafter entitle the holder of such Warrant to receive a number of shares of Common Stock or Convertible Preferred Stock equal to the product of (i) the number of shares of Common Stock or Convertible Preferred Stock to which the holder of such Warrant was entitled immediately prior to such issuance and (ii) the quotient that is obtained by dividing:
Appears in 1 contract
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock Warrant Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 3.2.
(a) In the event that the Company shall at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall of this Agreement (i) declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of such Common Stock, Convertible Preferred Stock or of capital stock of any other classclass of the Company), (ii) split or subdivide the outstanding Common Stock or Convertible Preferred Stock Stock, or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, the number of Warrant Shares purchasable upon an exercise of each Warrant outstanding at after the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant be adjusted to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise equal the number of shares of Common Stock or Convertible Preferred Stock as would have been which a Holder having the case had such dividend not been declared. If at any time, as a result same number of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter as the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12into which each Warrant is exercisable immediately prior to such record date or effective date, and as the provisions case may be, would own or be entitled to receive after such record date or effective date.
(b) In the event that the Company shall at any time after the date of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such (other shares.than Exempt Shares)
(ci) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the Stipulated Equity Value, or (ii) issue options, rights or warrants to subscribe for or purchase such Common Stock as (or securities convertible into such Common Stock) without consideration or at a price per share (or having a conversion price per share, if a security convertible into such Common Stock) less than the date of Stipulated Equity Value immediately prior to such issuance, including any shares the number of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, Warrant Shares purchasable upon an exercise of each Warrant outstanding on after the date of such issuance shall thereafter entitle be adjusted to equal the holder product obtained by multiplying the number of Warrant Shares into which each Warrant is exercisable immediately prior to the date of such Warrant to receive issuance by a number of shares of Common Stock or Convertible Preferred Stock equal to fraction, the product of (i) numerator shall be the number of shares of Common Stock or Convertible Preferred outstanding on a Fully Diluted Basis immediately after such issuance, and the denominator of which shall be the number of shares of Common Stock to which the holder of such Warrant was entitled outstanding on a Fully Diluted Basis immediately prior to such issuance plus the number of shares of such Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be issued or to be offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at the Stipulated Equity Value immediately prior to such issuance. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the board of directors of the Company. Shares of such Common Stock owned by or held for the account of the Company or any Subsidiary thereof shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever the date of such issuance is fixed (which date of issuance shall be the record date for such issuance if a record date therefor is fixed); and, in the event that such shares or options, rights or warrants are not so issued, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares into which each Warrant is exercisable if the date of such issuance had not been fixed.
(c) In case the Company shall make a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation but excluding any Distribution permitted by Section 9.1 hereof) of evidences of its indebtedness or assets, the number of Warrant Shares into which each Warrant is exercisable after such date of distribution shall be adjusted to equal the product obtained by multiplying the number of Warrant Shares purchasable upon an exercise of each Warrant immediately prior to such date by a fraction, the numerator of which shall be the Stipulated Equity Value immediately prior to such distribution, and the denominator of which shall be the Stipulated Equity Value immediately prior to such distribution less the fair market value as determined in good faith by the board of directors of the Company of the portion of the assets or evidences of indebtedness so to be distributed applicable to one share of Common Stock. Such adjustment shall be made successively whenever a date for such distribution is fixed (which date of distribution shall be the record date for such issuance if a record date therefor is fixed); and, if such distribution is not so made, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares which would then be in effect if the date of such distribution had not been fixed.
(d) No adjustment in the number of Warrant Shares purchasable upon an exercise of each Warrant shall be required unless such adjustment would require an increase or decrease of at least one-tenth of one percent (.1%) in such number of Warrant Shares; provided that any adjustments which by reason of this Section 3.2(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3.2 shall be made to the nearest hundredth of one percent.
(e) The Warrant Exercise Price in effect immediately prior to any adjustment of the number of Warrant Shares into which each Warrant is exercisable shall be simultaneously adjusted (but not below the par value of the Common Stock) by multiplying the Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately after such adjustment.
(f) In the event of any capital reorganization of the Company, or of any reclassification of any Common Stock for which any Warrant is exercisable (other than a subdivision or combination of outstanding shares of such Common Stock), or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other Person, each Warrant shall after such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale be exercisable, upon the terms and conditions specified in this Agreement, for the number of shares of stock or other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this Section 3 with respect to the rights thereafter of such Warrant shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of such Warrants. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Warrant Holder the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such Warrant Holder may be entitled pursuant to this Section 3.2(f).
(g) If any question shall at any time arise with respect to the adjusted number of Warrant Shares, such question shall be determined by the independent firm of certified public accountants of recognized national standing selected by the Majority Warrant Holders.
(h) Notwithstanding anything in this Section 3.2 to the contrary, the Company shall not be permitted to take any action described in this Section 3.2 (such as, but not by way of limitation, any dividend, consolidation merger or reorganization) if such action is prohibited under any other provision of this Agreement, including, without limitation, any provision of Article IX hereof.
(i) As used in this Section 3.2, "Stipulated Equity Value" initially means $3.02 per share; provided that (A) after giving effect to any event described in Section 3.2(a) or (b) hereof, the Stipulated Equity Value shall be adjusted to an amount equal to the quotient obtained by dividing (1) the product of the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis immediately prior to the occurrence of such event times the Stipulated Equity Value immediately prior to the occurrence of such event, by (2) the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis immediately after giving effect to such event, and (iiB) after giving effect to any event described in Section 3.2(c) hereof, the Stipulated Equity Value shall be adjusted to an amount equal to the quotient obtained by dividing (1) the quotient that is obtained remainder of (a) the product of the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis times the Stipulated Equity Value immediately prior to the occurrence of such event, minus (b) the fair market value of the aggregate evidence of the Company's indebtedness and assets distributed to the holders of Common Stock, by dividing:(2) the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis.
Appears in 1 contract
Samples: Securities Purchase Agreement (O2wireless Solutions Inc)
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of Common Stock, Convertible Preferred Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, each Warrant outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise the number of shares of Common Stock or Convertible Preferred Stock as would have been the case had such dividend not been declared. If at any time, as a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares.
(c) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if In case the Issuer shall issue any shares make a distribution to all holders of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the Common Stock as at the date of such issuance, (including any shares such distribution made in connection with a consolidation or merger in which the issuer is the continuing corporation) of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securitiesevidences of its indebtedness, cash or other assets, each Warrant outstanding on the date of such issuance distribution shall thereafter entitle the holder of such Warrant to receive a number of shares of Common Stock or Convertible Preferred Stock equal to the product of (i) the number of shares of Common Stock or Convertible Preferred Stock to which the holder of such Warrant was entitled immediately prior to such issuance date of distribution and (ii) a fraction of which the quotient numerator shall be the then Current Market Price Per Share of Common Stock on such date and of which the denominator shall be the then Current Market Price Per Share of Common Stock on such date less the fair market value, as reasonably determined by the Board of Directors of the Issuer and reasonably acceptable to the holders of a majority of the Warrants of the portion of the assets or evidences of indebtedness, or the portion of the cash, so to be distributed applicable to one share of then-outstanding Common Stock. Such adjustment shall be made successively whenever a date for such distribution is fixed (which date of distribution shall be the record date for such distribution if a record date therefor is fixed) and, if such distribution is not so made, each Warrant outstanding shall again entitle the holder thereof to receive the number of shares of Common Stock as would have been the case had such date of distribtion not been fixed.
(d) In the event of any capital reorganization of the Issuer, or of any reclassification of the Common Stock (other than a subdivision or combination of outstanding shares of Common Stock), or in case of the consolidation of the Issuer with or the merger of the Issuer with or into any other corporation or of the sale of the properties and assets of the Issuer as, or substantially as, an entirety to any other corporation, each Warrant shall after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale be exercisable upon the terms and conditions specified in this Warrant Agreement, for the number of shares of stock or other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification of Common Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this Section 12 with respect to the rights thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of the Warrants.
(e) If any event occurs, as to which, in the good faith opinion of the Board of Directors of the Issuer, the other provisions of this Section 12 are not strictly applicable or (if strictly applicable) would not fairly protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of decreasing the number of shares of Common Stock purchasable upon the exercise of each Warrant from that is obtained which would otherwise be determined pursuant to this Section 12.
(f) No adjustment in the number of Warrant Shares purchasable shall be required unless such adjustment would require an increase or decrease in the aggregate number of Warrant Shares purchasable of at least 1%, PROVIDED that any adjustments which by dividingreason of this subsection 12(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 12 shall be made to the nearest cent or to the nearest hundredth of a share, as the case may be.
(g) Irrespective of any adjustments in the number or kind of shares purchasable upon the exercise of the Warrant, Warrant Certificates theretofore or thereafter issued may continue to express the same number and kind of shares as are stated on the Warrant Certificates initially issuable pursuant to this Warrant Agreement.
(h) If any question shall at any time arise with respect to the number of Warrant Shares purchasable following any adjustment pursuant to this Section 12, such question shall be determined by agreement between the holders of a majority of the Warrants and the Issuer or, in the absence of such an agreement, by an independent investment banking firm or an independent appraiser engaged by the Issuer (in either case the cost of which engagement will be borne by the Issuer) and reasonably acceptable to the Issuer and the holders of a majority of Warrants and such determination shall be binding upon the Issuer and the holders of the Warrants.
(i) Anything in this Section 12 to the contrary notwithstanding:
(1) the Issuer shall be entitled to make such increases in the number of Warrant Shares purchasable upon the exercise of each Warrant, in addition to those adjustments required by this Section 12, as it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Common Stock, or any issuance wholly for cash or any shares of Common Stock at less than the Current Market Price Per share, or any issuance wholly for cash or shares of Common Stock or securities which by their terms are convertible into or exchangeable for shares of Common Stock or any stock dividend, or any issuance of rights, options or warrants referred to hereinabove in this Section 12, hereinafter made by the Issuer to the holders of its Common Stock shall not be taxable to them; and
(2) no adjustment in the number of Warrant Shares purchasable shall be required in the event the Issuer pays a cash dividend to holders of Common Stock; PROVIDED that the Issuer also pays a cash dividend to all holders of Warrants which dividend shall be calculated as if the Warrants had been exercised.
Appears in 1 contract
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of Common Stock, Convertible Preferred Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, each Warrant outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise the number of shares of Common Stock or Convertible Preferred Stock as would have been the case had such dividend not been declared. If at any time, as a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares.
(c) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if In case the Issuer shall issue any shares make a distribution to all holders of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the Common Stock as at the date of such issuance, (including any shares such distribution made in connection with a consolidation or merger in which the issuer is the continuing corporation) of evidences of its indebtedness, cash or other assets, other than ordinary cash dividends payable to all holders of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted SecuritiesStock, each Warrant outstanding on the date of such issuance distribution shall thereafter entitle the holder of such Warrant to receive a number of shares of Common Stock or Convertible Preferred Stock equal to the product of (i) the number of shares of Common Stock or Convertible Preferred Stock to which the holder of such Warrant was entitled immediately prior to such issuance date of distribution and (ii) a fraction of which the quotient numerator shall be the then Current Market Price Per Share of Common Stock on such date and of which the denominator shall be the then Current Market Price Per Share of Common Stock on such date less the fair market value, as reasonably determined by the Board of Directors of the Issuer and reasonably acceptable to the holders of a majority of the Warrants of the portion of the assets or evidences of indebtedness, or the portion of the cash, so to be distributed applicable to one share of then-outstanding Common Stock. Such adjustment shall be made successively whenever a date for such distribution is fixed (which date of distribution shall be the record date for such distribution if a record date therefor is fixed) and, if such distribution is not so made, each Warrant outstanding shall again entitle the holder thereof to receive the number of shares of Common Stock as would have been the case had such date of distribution not been fixed.
(d) In the event that is obtained the Issuer pays a cash dividend to the holders of its Common Stock, it shall also pay a cash dividend to all holders of Warrants which dividend shall be calculated as if the Warrants had been exercised.
(e) In the event of any capital reorganization of the Issuer, or of any reclassification of the Common Stock (other than a subdivision or combination of outstanding shares of Common Stock), or in case of the consolidation of the Issuer with or the merger of the Issuer with or into any other corporation or of the sale of the properties and assets of the Issuer as, or substantially as, an entirety to any other corporation, each Warrant shall after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale be exercisable upon the terms and conditions specified in this Warrant Agreement, for the number of shares of stock or other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification of Common Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this Section 12 with respect to the rights thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of the Warrants.
(f) If any event occurs, as to which, in the good faith opinion of the Board of Directors of the Issuer, the other provisions of this Section 12 are not strictly applicable or (if strictly applicable) would not fairly protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of decreasing the number of shares of Common Stock purchasable upon the exercise of each Warrant from that which would otherwise be determined pursuant to this Section 12.
(g) No adjustment in the number of Warrant Shares purchasable shall be required unless such adjustment would require an increase or decrease in the aggregate number of Warrant Shares purchasable of at least 1%, provided that any adjustments which by dividing:reason of this subsection 12(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 12 shall be made to the nearest cent or to the nearest hundredth of a share, as the case may be.
(h) Irrespective of any adjustments in the number or kind of shares purchasable upon the exercise of the Warrant, Warrant Certificates theretofore or thereafter issued may continue to express the same number and kind of shares as are stated on the Warrant Certificates initially issuable pursuant to this Warrant Agreement.
(i) If any question shall at any time arise with respect to the number of Warrant Shares purchasable following any adjustment pursuant to this Section 12, such question shall be
Appears in 1 contract
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock Warrant Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 below.
(a) In the event that the Company shall at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) of this Warrant Certificate declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of such Common Stock, Convertible Preferred Stock or of capital stock of any other classclass of the Company), (ii) split or subdivide the outstanding Common Stock Stock, or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, the number of Warrant Shares purchasable upon an exercise of each Warrant outstanding at the time of on or after the record date for such dividend or of from and after the effective date time of such split, subdivision or combination shall thereafter entitle the holder of such Warrant be adjusted to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise equal the number of shares of Common Stock or Convertible Preferred Stock as would have been the case had such dividend not been declared. If at any timeand other capital stock, as if applicable, that a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares.
(c) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the Common Stock as at the date of such issuance, including any shares of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on the date of such issuance shall thereafter entitle the holder of such Warrant to receive a number of shares of Common Stock or Convertible Preferred Stock equal to the product number of Warrant Shares for which each Warrant is exercisable immediately prior to such record date or effective time, as the case may be, would own and be entitled to receive after such record date or effective time.
(ib) The Warrant Exercise Price in effect immediately prior to any adjustment of the number of Warrant Shares for which each Warrant is exercisable shall be simultaneously adjusted (but not below the par value of the Common Stock) by multiplying the Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares for which each Warrant is exercisable immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares for which each Warrant is exercisable immediately after such adjustment.
(c) In the event of any capital reorganization of the Company, or of any reclassification of any Common Stock for which any Warrant is exercisable (other than a subdivision or combination of outstanding shares of such Common Stock), or in case of the consolidation of the Company with or the merger of the Company with or into any other Person or of the sale of the properties and assets of the Company as, or substantially as, an entirety, each Warrant shall after such capital reorganization, reclassification, consolidation, merger or sale be exercisable, upon the terms and conditions specified in this Warrant Certificate, for the number of shares of Common Stock stock or Convertible Preferred Stock other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification, consolidation, merger or sale (in the case of a sale of properties and assets, either directly or upon any subsequent liquidation of the Company); and in any such case, if necessary, the provisions set forth in this section with respect to the rights thereafter of a holder of such Warrant was entitled immediately shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of such Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor or surviving Person (if other than the Company) resulting from such issuance and consolidation or merger or the Person purchasing such assets shall assume, by written instrument, the obligation to deliver to each Warrant holder the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such Warrant holder may be entitled pursuant to this paragraph (iic).
(d) If any question shall at any time arise with respect to the quotient adjusted number of Warrant Shares or Warrant Exercise Price, such question shall be determined by an independent firm of certified public accountants of recognized national standing selected by the Warrant holder.
(e) Notwithstanding anything in this section to the contrary, the Company shall not be permitted to take any action described in this section (such as, but not by way of limitation, any dividend, consolidation, merger or reorganization) if such action is prohibited under any other provision of this Warrant Certificate or the Agreement.
(f) Notwithstanding that the number of Warrant Shares purchasable upon the exercise of each Warrant may have been adjusted pursuant to the terms hereof, the Company shall not be required to issue fractions of Warrant Shares upon exercise of any Warrant or to distribute certificates that evidence fractional shares, but instead shall pay to the holder of each Warrant who would be otherwise entitled to receive such fractional Warrant Shares the amount contemplated by Section 1(e).
(g) If any event occurs that is obtained similar to the types of events contemplated by dividing:the provisions of this Section 2 but not expressly provided for by such provisions, then the Board of Directors of the Company shall make an appropriate adjustment to the terms of this Warrant Certificate (including, if appropriate, in the number and type of securities that may be purchased upon exercise of the Warrants) so as to protect the rights of the Warrant holders and give effect to the purpose and intent of the Agreement and this Warrant Certificate; provided, however, that no such adjustment shall decrease the number of Warrant Shares that may be purchased upon exercise of the Warrants except as otherwise determined pursuant to this Section 2. Without the prior approval of each Warrant holder, the Company will not take any action (including but not limited to entering into any agreement, increasing the par value per share of Common Stock, or decreasing the number of authorized but unissued shares of Common Stock) that would interfere with the full exercise of the Warrants in accordance with this Warrant Certificate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ram Energy Resources Inc)
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock Warrant Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 SECTION 4.2.
(a) In the event that the Company shall at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) of this Agreement declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of such Common Stock, Convertible Preferred Stock or of capital stock of any other classclass of the Company), (ii) split or subdivide the outstanding Common Stock Stock, or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, the number of Warrant Shares purchasable upon an exercise of each Warrant outstanding at after the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant be adjusted to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise equal the number of shares of Common Stock or Convertible Preferred Stock as would have been which a Holder having the case had such dividend not been declared. If at any time, as a result same number of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter as the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this into which each Warrant Agreement with respect to the Warrant Shares shall apply on like terms is exercisable immediately prior to such other sharesrecord date or effective date, as the case may be, would own or be entitled to receive after such record date or effective date.
(cb) Until In the Credit event that the Company shall at any time after the date of this Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the $1.00, or issue options, rights or warrants to subscribe for or purchase such Common Stock as (or securities convertible into such Common Stock) without consideration or at a price per share (or having a conversion price per share, if a security convertible into such Common Stock) less than $1.00, the date number of such issuance, including any shares Warrant Shares purchasable upon an exercise of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on after the date of such issuance shall thereafter entitle be adjusted to equal the holder product obtained by multiplying the number of Warrant Shares into which each Warrant is exercisable immediately prior to the date of such Warrant to receive issuance by a number of shares of Common Stock or Convertible Preferred Stock equal to fraction, the product of (i) numerator shall be the number of shares of Common Stock or Convertible Preferred outstanding on a Fully Diluted Basis immediately after such issuance, and the denominator of which shall be the number of shares of Common Stock to which the holder of such Warrant was entitled outstanding on a Fully Diluted Basis immediately prior to such issuance and PLUS the number of shares of such Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be issued or to be offered for subscription or purchase (iior the aggregate initial conversion price of the convertible securities so to be offered) would purchase at $1.00 per share. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the quotient value of such consideration shall be as determined by an investment banker reasonably acceptable to the Warrant Holder (the cost of the engagement of said investment banking firm to be borne by the Company). Shares of such Common Stock owned by or held for the account of the Company or any Subsidiary thereof shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever the date of such issuance is fixed (which date of issuance shall be the record date for such issuance if a record date therefor is fixed); and, in the event that such shares or options, rights or warrants are not so issued, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares into which each Warrant is exercisable if the date of such issuance had not been fixed.
(c) In case the Company shall make a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of shares of it stock, evidences of its indebtedness, assets, or rights, options or warrants (other than those referred to in subsection (b) of this Section 4.2) to subscribe for or purchase such shares, evidences of indebtedness, or assets, the number of Warrant Shares into which each Warrant is exercisable after such date of distribution shall be adjusted to equal the product obtained by dividing:multiplying the number of Warrant Shares purchasable upon an exercise of each Warrant immediately prior to such date by a fraction, the numerator of which shall be the Per Share Stock Price for the trading day immediately preceding the day of distribution ("Pre-Distribution Price"), and the denominator of which shall be the Pre-Distribution Price less the fair market value of the distribution (as determined in good faith by the Board of Directors of the Company) applicable to one share of Common Stock. Such adjustment shall be made successively whenever a date for such distribution is fixed (which date of distribution shall be the record date for such issuance if a record date therefor is fixed); and, if such distribution is not so made, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares which would then be in effect if the date of such distribution had not been fixed.
(d) No adjustment in the number of Warrant Shares purchasable upon an exercise of each Warrant shall be required unless such adjustment would require an increase or decrease of at least one-tenth of one percent (.1%) in such number of Warrant Shares; PROVIDED that any adjustments which by reason of this SECTION 4.2(D) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this SECTION 4.2 shall be made to the nearest hundredth of one percent.
(e) The Warrant Exercise Price in effect immediately prior to any adjustment of the number of Warrant Shares into which each Warrant is exercisable shall be simultaneously adjusted (but not below the par value of the Common Stock) by multiplying the Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately after such adjustment.
(f) In the event of any capital reorganization of the Company, or of any reclassification of any Common Stock for which any Warrant is exercisable (other than a subdivision or combination of outstanding shares of such Common Stock), or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other Person, each Warrant shall after such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale be exercisable, upon the terms and conditions specified in this Agreement, for the number of shares of stock or other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this SECTION 4 with respect to the rights thereafter of such Warrant shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of such Warrants. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Warrant Holder the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such Warrant Holder may be entitled pursuant to this SECTION 4.2(F).
(g) If any question shall at any time arise with respect to the adjusted number of Warrant Shares, such question shall be determined by the independent firm of certified public accountants of recognized national standing selected by the Warrant Holder.
(h) Notwithstanding anything in this SECTION 4.2 to the contrary, the Company shall not be permitted to take any action described in this SECTION 4.2 (such as, but not by way of limitation, any dividend, consolidation merger or reorganization) if such action is prohibited under any other provision of this Agreement.
(i) Notwithstanding that the number of Warrant Shares purchasable upon the exercise of each Warrant may have been adjusted pursuant to the terms hereof, the Company shall nonetheless not be required to issue fractions of Warrant Shares upon exercise of each Warrant or to distribute certificates that evidence fractional shares, but instead shall pay to the holder of each Warrant the cash value of any such fractional Warrant Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Middle Bay Oil Co Inc)
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock Warrant Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 SECTION 4.2.
(a) In the event that the Company shall at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) of this Agreement declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of such Common Stock, Convertible Preferred Stock or of capital stock of any other classclass of the Company), (ii) split or subdivide the outstanding Common Stock Stock, or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, the number of Warrant Shares purchasable upon an exercise of each Warrant outstanding at after the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant be adjusted to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise equal the number of shares of Common Stock or Convertible Preferred Stock as would have been which a Holder having the case had such dividend not been declared. If at any time, as a result same number of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter as the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this into which each Warrant Agreement with respect to the Warrant Shares shall apply on like terms is exercisable immediately prior to such other sharesrecord date or effective date, as the case may be, would own or be entitled to receive after such record date or effective date.
(cb) Until In the Credit event that the Company shall at any time after the date of this Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the $1.00, or issue options, rights or warrants to subscribe for or purchase such Common Stock as (or securities convertible into such Common Stock) without consideration or at a price per share (or having a conversion price per share, if a security convertible into such Common Stock) less than $1.00, the date number of such issuance, including any shares Warrant Shares purchasable upon an exercise of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on after the date of such issuance shall thereafter entitle be adjusted to equal the holder product obtained by multiplying the number of Warrant Shares into which each Warrant is exercisable immediately prior to the date of such Warrant to receive issuance by a number of shares of Common Stock or Convertible Preferred Stock equal to fraction, the product of (i) numerator shall be the number of shares of Common Stock or Convertible Preferred outstanding on a Fully Diluted Basis immediately after such issuance, and the denominator of which shall be the number of shares of Common Stock to which the holder of such Warrant was entitled outstanding on a Fully Diluted Basis immediately prior to such issuance and plus the number of shares of such Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be issued or to be offered for subscription or purchase (iior the aggregate initial conversion price of the convertible securities so to be offered) would purchase at $1.00 per share. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the quotient value of such consideration shall be as determined by an investment banker reasonably acceptable to the Warrant Holder (the cost of the engagement of said investment banking firm to be borne by the Company). Shares of such Common Stock owned by or held for the account of the Company or any Subsidiary thereof shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever the date of such issuance is fixed (which date of issuance shall be the record date for such issuance if a record date therefor is fixed); and, in the event that such shares or options, rights or warrants are not so issued, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares into which each Warrant is exercisable if the date of such issuance had not been fixed.
(c) In case the Company shall make a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of shares of it stock, evidences of its indebtedness, assets, or rights, options or warrants (other than those referred to in subsection (b) of this Section 4.2) to subscribe for or purchase such shares, evidences of indebtedness, or assets, the number of Warrant Shares into which each Warrant is exercisable after such date of distribution shall be adjusted to equal the product obtained by dividing:multiplying the number of Warrant Shares purchasable upon an exercise of each Warrant immediately prior to such date by a fraction, the numerator of which shall be the Per Share Stock Price for the trading day immediately preceding the day of distribution ("PRE-DISTRIBUTION PRICE"), and the denominator of which shall be the Pre-Distribution Price less the fair market value of the distribution (as determined in good faith by the Board of Directors of the Company) applicable to one share of Common Stock. Such adjustment shall be made successively whenever a date for such distribution is fixed (which date of distribution shall be the record date for such issuance if a record date therefor is fixed); and, if such distribution is not so made, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares which would then be in effect if the date of such distribution had not been fixed.
(d) No adjustment in the number of Warrant Shares purchasable upon an exercise of each Warrant shall be required unless such adjustment would require an increase or decrease of at least one-tenth of one percent (.1%) in such number of Warrant Shares; PROVIDED that any adjustments which by reason of this SECTION 4.2(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this SECTION 4.2 shall be made to the nearest hundredth of one percent.
(e) The Warrant Exercise Price in effect immediately prior to any adjustment of the number of Warrant Shares into which each Warrant is exercisable shall be simultaneously adjusted (but not below the par value of the Common Stock) by multiplying the Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately after such adjustment.
(f) In the event of any capital reorganization of the Company, or of any reclassification of any Common Stock for which any Warrant is exercisable (other than a subdivision or combination of outstanding shares of such Common Stock), or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other Person, each Warrant shall after such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale be exercisable, upon the terms and conditions specified in this Agreement, for the number of shares of stock or other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this SECTION 4 with respect to the rights thereafter of such Warrant shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of such Warrants. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Warrant Holder the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such Warrant Holder may be entitled pursuant to this SECTION 4.2(f).
(g) If any question shall at any time arise with respect to the adjusted number of Warrant Shares, such question shall be determined by the independent firm of certified public accountants of recognized national standing selected by the Warrant Holder.
(h) Notwithstanding anything in this SECTION 4.2 to the contrary, the Company shall not be permitted to take any action described in this SECTION 4.2 (such as, but not by way of limitation, any dividend, consolidation merger or reorganization) if such action is prohibited under any other provision of this Agreement.
(i) Notwithstanding that the number of Warrant Shares purchasable upon the exercise of each Warrant may have been adjusted pursuant to the terms hereof, the Company shall nonetheless not be required to issue fractions of Warrant Shares upon exercise of each Warrant or to distribute certificates that evidence fractional shares, but instead shall pay to the holder of each Warrant the cash value of any such fractional Warrant Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Middle Bay Oil Co Inc)
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of Common Stock, Convertible Preferred Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, each Warrant outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise the number of shares of Common Stock or Convertible Preferred Stock as would have been the case had such dividend not been declared. If at any time, as a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares.
(c) Until In the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[event of any capital reorganization of the Issuer, and for a period or of six (6) months thereafter,] if the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share reclassification of the Common Stock as at the date (other than a subdivision or combination of such issuance, including any outstanding shares of Common Stock deemed Stock), or in case of the consolidation of the Issuer with or the merger of the Issuer with or into any other corporation or of the sale of the properties and assets of the Issuer as, or substantially as, an entirety to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securitiesother corporation, each Warrant outstanding on shall after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale he exercisable upon the date of such issuance shall thereafter entitle terms and conditions specified in this Warrant Agreement, for the holder of such Warrant to receive a number of shares of stock or other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification of Common Stock Stock, consolidation, merger or Convertible Preferred Stock equal sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this Section 12 with respect to the product rights thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of the Warrants.
(id) If any event occurs, as to which, in the good faith opinion of the Board of Directors of the Issuer, the other provisions of this Section 12 are not strictly applicable or (if strictly applicable) would not fairly protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of decreasing the number of shares of Common Stock purchasable upon the exercise of each Warrant from that which would otherwise be determined pursuant to this Section 12.
(e) No adjustment in the number of Warrant Shares purchasable shall be required unless such adjustment would require an increase or Convertible Preferred Stock decrease in the aggregate number of Warrant Shares purchasable of at least 1%, provided that any adjustments which by reason of this subsection 12(e) are not required to which be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 12 shall be made to the holder nearest cent or to the nearest hundredth of a share, as the case may be.
(f) Irrespective of any adjustments in the number or kind of shares purchasable upon the exercise of the Warrant, Warrant Certificates theretofore or thereafter issued may continue to express the same number and kind of shares as are stated on the Warrant Certificates initially issuable pursuant to this Warrant Agreement.
(g) If any question shall at any time arise with respect to the number of Warrant Shares purchasable following any adjustment pursuant to this Section 12, such question shall be determined by agreement between the holders of a majority of the Warrants and the Issuer or, in the absence of such Warrant was entitled immediately prior an agreement, by an independent investment banking firm or an independent appraiser engaged by the Issuer (in either case the cost of which engagement will be borne by the Issuer) and reasonably acceptable to the Issuer and the holders of a majority of Warrants and such issuance determination shall be binding upon the issuer and (ii) the quotient that is obtained by dividing:holders of the Warrants.
Appears in 1 contract
Samples: Warrant Agreement (Chase Dover Inc)
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock Warrant Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 SECTION 4.2.
(a) In the event that the Company shall at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) of this Agreement declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of such Common Stock, Convertible Preferred Stock or of capital stock of any other classclass of the Company), (ii) split or subdivide the outstanding Common Stock Stock, or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, the number of Warrant Shares purchasable upon an exercise of each Warrant outstanding at after the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant be adjusted to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise equal the number of shares of Common Stock or Convertible Preferred Stock as would have been which a Holder having the case had such dividend not been declared. If at any time, as a result same number of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter as the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this into which each Warrant Agreement with respect to the Warrant Shares shall apply on like terms is exercisable immediately prior to such other sharesrecord date or effective date, as the case may be, would own or be entitled to receive after such record date or effective date.
(cb) Until In the Credit event that the Company shall at any time after the date of this Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the $1.00, or issue options, rights or warrants to subscribe for or purchase such Common Stock as (or securities convertible into such Common Stock) without consideration or at a price per share (or having a conversion price per share, if a security convertible into such Common Stock) less than $1.00, the date number of such issuance, including any shares Warrant Shares purchasable upon an exercise of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on after the date of such issuance shall thereafter entitle be adjusted to equal the holder product obtained by multiplying the number of Warrant Shares into which each Warrant is exercisable immediately prior to the date of such Warrant to receive issuance by a number of shares of Common Stock or Convertible Preferred Stock equal to fraction, the product of (i) numerator shall be the number of shares of Common Stock or Convertible Preferred outstanding on a Fully Diluted Basis immediately after such issuance, and the denominator of which shall be the number of shares of Common Stock to which the holder of such Warrant was entitled outstanding on a Fully Diluted Basis immediately prior to such issuance and PLUS the number of shares of such Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be issued or to be offered for subscription or purchase (iior the aggregate initial conversion price of the convertible securities so to be offered) would purchase at $1.00 per share. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the quotient value of such consideration shall be as determined by an investment banker reasonably acceptable to the Warrant Holder (the cost of the engagement of said investment banking firm to be borne by the Company). Shares of such Common Stock owned by or held for the account of the Company or any Subsidiary thereof shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever the date of such issuance is fixed (which date of issuance shall be the record date for such issuance if a record date therefor is fixed); and, in the event that such shares or options, rights or warrants are not so issued, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares into which each Warrant is exercisable if the date of such issuance had not been fixed.
(c) In case the Company shall make a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of shares of it stock, evidences of its indebtedness, assets, or rights, options or warrants (other than those referred to in subsection (b) of this Section 4.2) to subscribe for or purchase such shares, evidences of indebtedness, or assets, the number of Warrant Shares into which each Warrant is exercisable after such date of distribution shall be adjusted to equal the product obtained by dividing:multiplying the number of Warrant Shares purchasable upon an exercise of each Warrant immediately prior to such date by a fraction, the numerator of which shall be the Per Share Stock Price for the trading day immediately preceding the day of distribution ("Pre-Distribution Price"), and the denominator of which shall be the Pre-Distribution Price less the fair market value of the distribution (as determined in good faith by the Board of Directors of the Company) applicable to one share of Common Stock. Such adjustment shall be made successively whenever a date for such distribution is fixed (which date of distribution shall be the record date for such issuance if a record date therefor is fixed); and, if such distribution is not so made, the number of Warrant Shares into which each Warrant is exercisable shall again be adjusted to be such number of Warrant Shares which would then be in effect if the date of such distribution had not been fixed.
(d) No adjustment in the number of Warrant Shares purchasable upon an exercise of each Warrant shall be required unless such adjustment would require an increase or decrease of at least one-tenth of one percent (.1%) in such number of Warrant Shares; PROVIDED that any adjustments which by reason of this SECTION 4.2(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this SECTION 4.2 shall be made to the nearest hundredth of one percent.
(e) The Warrant Exercise Price in effect immediately prior to any adjustment of the number of Warrant Shares into which each Warrant is exercisable shall be simultaneously adjusted (but not below the par value of the Common Stock) by multiplying the Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares into which each Warrant is exercisable immediately after such adjustment.
(f) In the event of any capital reorganization of the Company, or of any reclassification of any Common Stock for which any Warrant is exercisable (other than a subdivision or combination of outstanding shares of such Common Stock), or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other Person, each Warrant shall after such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale be exercisable, upon the terms and conditions specified in this Agreement, for the number of shares of stock or other securities or assets to which a holder of the number of Warrant Shares purchasable (at the time of such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of such Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this SECTION 4 with respect to the rights thereafter of such Warrant shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of such Warrants. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to each Warrant Holder the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such Warrant Holder may be entitled pursuant to this SECTION 4.2(f).
(g) If any question shall at any time arise with respect to the adjusted number of Warrant Shares, such question shall be determined by the independent firm of certified public accountants of recognized national standing selected by the Warrant Holder.
(h) Notwithstanding anything in this SECTION 4.2 to the contrary, the Company shall not be permitted to take any action described in this SECTION 4.2 (such as, but not by way of limitation, any dividend, consolidation merger or reorganization) if such action is prohibited under any other provision of this Agreement.
(i) Notwithstanding that the number of Warrant Shares purchasable upon the exercise of each Warrant may have been adjusted pursuant to the terms hereof, the Company shall nonetheless not be required to issue fractions of Warrant Shares upon exercise of each Warrant or to distribute certificates that evidence fractional shares, but instead shall pay to the holder of each Warrant the cash value of any such fractional Warrant Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Middle Bay Oil Co Inc)
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Preferred Stock purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) declare a dividend on the Common Stock or Convertible Preferred Stock in shares of its capital stock (whether shares of Common Stock, Convertible Preferred Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or Convertible Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Preferred Stock into a smaller number of shares, each Warrant outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise the number of shares of Common Stock or Convertible Preferred Stock as would have been the case had such dividend not been declared. If at any time, as a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares.
(c) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if If the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the Common Stock as at the date of such issuance, including any shares of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on the date of such issuance shall thereafter entitle the holder of such Warrant to receive a number of shares of Common Stock or Convertible Preferred Stock equal to the product of (i) the number of shares of Common Stock or Convertible Preferred Stock to which the holder of such Warrant was entitled immediately prior to such issuance and (ii) the quotient that is obtained by dividing:
Appears in 1 contract
Samples: Warrant Agreement (It Partners Inc)
Adjustment of Number of Warrant Shares Purchasable. (a) The number of shares of Common Stock or Convertible Series B Preferred Stock purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 12 at any time or from time to time after the date hereof and prior to the Expiration Date.
(b) If the Issuer shall (i) declare a dividend on the Common Stock or Convertible Series B Preferred Stock in shares of its capital stock (whether shares of Common Stock, Convertible Series B Preferred Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or Convertible Series B Preferred Stock or (iii) combine the outstanding Common Stock or Convertible Series B Preferred Stock into a smaller number of shares, each Warrant outstanding at the time of the record date for such dividend or of the effective date of such split, subdivision or combination shall thereafter entitle the holder of such Warrant to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, such holder would have owned or have become entitled to receive by virtue of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur and, if a dividend which is declared is not paid, each Warrant outstanding shall again entitle the holder thereof to receive upon exercise the number of shares of Common Stock or Convertible Series B Preferred Stock as would have been the case had such dividend not been declared. If at any time, as a result of an adjustment made pursuant to this subsection 12(b), the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Issuer other than shares of Common Stock and Convertible Series B Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 Warrant Shares contained in this Section 12, and the provisions of this Warrant Agreement with respect to the Warrant Shares shall apply on like terms to such other shares.
(c) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full[, and for a period of six (6) months thereafter,] if If the Issuer shall issue any shares of Common Stock without consideration or at a price per share less than the Current Market Price Per Share of the Common Stock as at the date of such issuance, including any shares of Common Stock deemed to have been issued pursuant to this subsection 12(c) but excluding any Exempted Securities, each Warrant outstanding on the date of such issuance shall thereafter entitle the holder of such Warrant to receive a number of shares of Common Stock or Convertible Series B Preferred Stock equal to the product of (i) the number of shares of Common Stock or Convertible Series B Preferred Stock to which the holder of such Warrant was entitled immediately prior to such issuance and (ii) the quotient that is obtained by dividing:
Appears in 1 contract
