ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK. (a) The Purchase Price, the number of Warrant Shares purchasable upon exercise of each class of Warrants and the number of each class of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 9. In the event the Company shall, at any time or from time to time after the date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares the Purchase Price in effect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares and the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. Such adjustment shall be made successively whenever such an issuance is made. (b) Upon each adjustment of the Purchase Price pursuant to this Section 9, the total number of shares of Common Stock purchasable upon the exercise of each class of Warrant shall (subject to the provisions contained in Section 9.02 hereof) be such number of shares calculated to the nearest tenth purchasable at the Purchase Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. 9.02 The Company may elect, upon any adjustment of the Purchase Price hereunder, to adjust the number of each class of Warrants outstanding, in lieu of the adjustment in the number of Shares purchasable upon the exercise of each Warrant as hereinabove provided, so that each Class A or Class B Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock in the case of the Class A Warrants and one-half (1/2) share of Common Stock in the case of the Class B Warrants. Each Class A and Class B Warrant held of record prior to such adjustment of the number of Class A and Class B Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant Certificates on the date of such adjustment of Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Class A and Class B Warrants to which such Holder shall be entitled after such adjustment. 9.03 In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Registered Holder shall have the right thereafter, by exercising such class of Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such class of Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to each Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Agreement. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (a) If at any time after the date hereof the Company shall issue any shares of Common Stock (other than shares issued as a dividend or distribution as provided in Section 9.01(a) hereof) for a consideration per share less than the Current Market Price per share, then, forthwith upon such issue, the Purchase Price in effect immediately prior to such issuance (the "Existing Purchase Price") shall be reduced by dividing the number of shares of Common Stock so issued by the total number of shares outstanding after such issuance, multiplying the quotient by the difference between the Existing Purchase Price and the price of the shares so issued and subtracting the result from the Existing Purchase Price. In the case of an issue of additional shares of Common Stock for cash, the consideration received by the Company therefor shall be deemed to be the net cash proceeds received for such shares, excluding cash received on account of accrued interest or accrued dividends and after deducting therefrom any and all commissions and
Appears in 1 contract
ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK. (a) The Purchase Price, the number of Warrant Shares purchasable upon exercise of each class of Warrants and the number of each class of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 9. In the event the Company shall, at any time or from time to time after the date hereofInitial Exercise Date, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares the Purchase Price in effect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares and the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. Such adjustment shall be made successively whenever such an issuance is made.
(b) Upon each adjustment of the Purchase Price pursuant to this Section 9, the total number of shares of Common Stock purchasable upon the exercise of each class of Warrant shall (subject to the provisions contained in Section 9.02 hereof) be such number of shares calculated to the nearest tenth purchasable at the Purchase Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment.
9.02 The Company may elect, upon any adjustment of the Purchase Price hereunder, to adjust the number of each class of Warrants outstanding, in lieu of the adjustment in the number of Shares purchasable upon the exercise of each Warrant as hereinabove provided, so that each Class A or Class B Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock in the case of the Class A Warrants and one-half (1/2) share of Common Stock in the case of the Class B Warrants. Each Class A and Class B Warrant held of record prior to such adjustment of the number of Class A and Class B Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant Certificates on the date of such adjustment of Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Class A and Class B Warrants to which such Holder shall be entitled after such adjustment.
9.03 In case of any reclassification, capital reorganization reorga- nization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leasebacklease/back, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Registered Holder shall have the right thereafter, by exercising such class of Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such class of Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to each Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Agreement. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(a) If at any time after the date hereof Initial Exercise Date the Company shall issue any shares of Common Stock (other than shares issued as a dividend or distribution as provided in Section 9.01(a) hereof) for a consideration per share less than the Current Market Price per share, then, forthwith upon such issue, the Purchase Price in effect immediately prior to such issuance (the "Existing Purchase Price") shall be reduced by dividing the number of shares of Common Stock so issued by the total number of shares outstanding after such issuance, multiplying the quotient by the difference between the Existing Purchase Price and the price of the shares so issued and subtracting the result from the Existing Purchase Price. In the case of an issue of additional shares of Common Stock for cash, the consideration received by the Company therefor shall be deemed to be the net cash proceeds received for such shares, excluding cash received on account of accrued interest or accrued dividends and after deducting therefrom any and all commissions andand expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issue of such shares. The term "issue" shall be deemed to include the sale or other disposition of shares of Common Stock held in the Company's treasury. The number of shares of Common Stock outstanding at any given time shall not include shares in the Company's treasury or shares owned by any majority-owned subsidiary of the Company.
Appears in 1 contract
ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK. (a) 5.1. The Purchase Price, the number of Warrant Shares purchasable upon exercise of each class of Warrants and the number of each class of Warrants outstanding are Price hereof shall be subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 9. as follows:
(a) In the event case the Company shall, at any time or from time to time after the date hereof, issue any shall (i) pay a dividend on its shares of Common Stock as a stock dividend to the holders of in Common Stock, (ii) subdivide its outstanding shares of Common Stock or subdivide or (iii) combine the its outstanding shares of Common Stock into a greater or lesser smaller number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares")shares, then, and thereafter upon each further Change of Shares in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such Change event as the total number of Shares shares of Common Stock outstanding immediately prior any such event shall bear to the total number of shares of Common Stock outstanding immediately after to such event. An adjustment made pursuant to this Section 5.1(a) shall, (i) become effective retroactively immediately after the record date in the case of a dividend and shall (ii) become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be changed readjusted in the same manner upon the happening of any successive event or events described herein.
(b) In case the Company shall issue purchase rights, options or warrants to all its stockholders generally with respect to shares of Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a Net Consideration Per Share (as defined in subdivision (e) below) which is less than the Purchase Price at the time of such issuance, the Purchase Price shall be adjusted so that the same shall equal the price (including any applicable fraction of a cent) determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to on the issuance record date mentioned below plus the number of such additional shares of Common Stock which could be purchased at the Purchase Price, and of which the denominator of which shall be the number of shares of Common Stock outstanding immediately after on such record date plus the issuance number of such additional sharesshares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such an issuance is madepurchase rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. In the event the Company shall subsequently cancel or terminate such purchase rights, options or warrants, the Purchase Price shall be readjusted to be the same as if the Company had not issued such purchase rights, options or warrants.
(c) In case the Company shall distribute to all holders of its shares of Common Stock, Other Securities, evidences of its indebtedness or assets (excluding cash dividends or distributions) or purchase rights, options or warrants to subscribe for or purchase such Other Securities, evidences of indebtedness or assets (excluding those referred to in subdivision (b) Upon above), Other Securities, then in each adjustment of such case, the Purchase Price pursuant to this Section 9, the total number of shares of Common Stock purchasable upon the exercise of each class of Warrant in effect thereafter shall (subject to the provisions contained in Section 9.02 hereof) be such number of shares calculated to the nearest tenth purchasable at determined by multiplying the Purchase Price in effect immediately prior to such adjustment multiplied thereto by a fraction, of which the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment.
9.02 The Company may elect, upon any adjustment of the Purchase Price hereunder, to adjust the total number of each class of Warrants outstanding, in lieu of the adjustment in the number of Shares purchasable upon the exercise of each Warrant as hereinabove provided, so that each Class A or Class B Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock in the case of the Class A Warrants and one-half (1/2) share of Common Stock in the case of the Class B Warrants. Each Class A and Class B Warrant held of record prior to such adjustment of the number of Class A and Class B Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant Certificates on the date of such adjustment of Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Class A and Class B Warrants to which such Holder shall be entitled after such adjustment.
9.03 In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Registered Holder shall have the right thereafter, by exercising such class of Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such class of Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to each Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Agreement. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock multiplied by the current market price per share of Common Stock (as determined in accordance with the provisions of subdivision (d) below) on the record date mentioned below, less the fair market value as determined by the Board of Directors (whose determination shall be conclusive) of the Other Securities, assets or evidences of indebtedness so distributed or of such rights or warrants, and to successive consolidations, mergers, sales or conveyances.
(a) If at any time after of which the date hereof denominator shall be the Company shall issue any total number of outstanding shares of Common Stock (other than shares issued as a dividend or distribution as provided in Section 9.01(a) hereof) for a consideration multiplied by such current market price per share less than of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the Current Market Price per share, then, forthwith upon record date for the determination of shareholders entitled to receive such issuedistribution.
(d) For the purpose of any computation under subdivisions (b) and (c) above, the Purchase Price in effect immediately prior to such issuance (the "Existing Purchase Price") shall be reduced by dividing the number of shares current market price per share of Common Stock so issued by the total number of shares outstanding after such issuance, multiplying the quotient by the difference between the Existing Purchase Price and the price of the shares so issued and subtracting the result from the Existing Purchase Price. In the case of an issue of additional shares of Common Stock for cash, the consideration received by the Company therefor shall be deemed to be the net cash proceeds received for such shares, excluding cash received closing price of the Company's shares of Common Stock on account of accrued interest or accrued dividends and after deducting therefrom any and all commissions andthe date that the computation is made.
Appears in 1 contract
ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK. (a) 5.1. The Purchase Price, the number of Warrant Shares purchasable upon exercise of each class of Warrants and the number of each class of Warrants outstanding are Price hereof shall be subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 9. as follows:
(a) In the event case the Company shall, at any time or from time to time after the date hereof, issue any shall (i) pay a dividend on its shares of Common Stock as a stock dividend to the holders of in Common Stock, (ii) subdivide its outstanding shares of Common Stock or subdivide or (iii) combine the its outstanding shares of Common Stock into a greater or lesser smaller number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares")shares, then, and thereafter upon each further Change of Shares in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such Change event as the total number of Shares shares of Common Stock outstanding immediately prior any such event shall bear to the total number of shares of Common Stock outstanding immediately after to such event. An adjustment made pursuant to this Section 5.1(a) shall, (i) become effective retroactively immediately after the record date in the case of a dividend and shall (ii) become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be changed readjusted in the same manner upon the happening of any successive event or events described herein.
(b) In case the Company shall distribute to a price all holders of its shares of Common Stock, Other Securities, evidences of its indebtedness or assets (including any applicable fraction of a centexcluding cash dividends or distributions) or purchase rights, options or warrants to subscribe for or purchase Other Securities, then in each such case, the Purchase Price in effect thereafter shall be determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator of which shall be the total number of outstanding shares of Common Stock outstanding immediately prior to multiplied by the issuance current market price per share of Common Stock (as determined in accordance with the provisions of subdivision (c) below) on the record date mentioned below, less the fair market value as determined by the Board of Directors (whose determination shall be conclusive) of the Other Securities, assets or evidences of indebtedness so distributed or of such additional shares rights or warrants, and of which the denominator of which shall be the total number of outstanding shares of Common Stock outstanding immediately after the issuance multiplied by such current market price per share of such additional sharesCommon Stock. Such adjustment shall be made successively whenever any such an issuance distribution is made and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such distribution.
(c) For the purpose of any computation under subdivision (b) above, the current market price per share of Common Stock shall be deemed to be the closing price of the Company's shares of Common Stock on the date that the computation is made.
(bd) No adjustment of the Purchase Price shall be made if the amount of such adjustment shall be less the $.02 per share, but in such case, any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment so carried forward, shall amount to not less than $.02 per share. In case the Company shall at any time issue shares of Common Stock by way of dividend on any class of stock of the Company or subdivide or combine the outstanding shares of Common Stock, said amount of $.02 per share (as theretofore increased or decreased, if the same amount shall have been adjusted in accordance with the provisions of this subparagraph) shall forthwith be proportionately increased in the case of a combination or decreased in the case of such a subdivision or stock dividend so as to appropriately reflect the same.
5.2. Upon each adjustment of the Purchase Price pursuant to this subdivisions (a) and (b) of Section 95.1, the total number of shares of Common Stock purchasable upon the exercise of each class of this Warrant shall (subject be adjusted to the provisions contained in Section 9.02 hereof) be such number of shares of Common Stock, calculated to the nearest tenth one hundredth of a share, obtained by multiplying the number of shares of Common Stock purchasable at immediately prior to such adjustment upon the exercise of this Warrant Certificate by the Purchase Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and dividing the denominator of which shall be product so obtained by the new Purchase Price in effect immediately after such adjustmentPrice.
9.02 The Company may elect, upon 5.3. In the event of any adjustment of the Purchase Price hereunder, to adjust the number of each class of Warrants outstanding, in lieu of the adjustment in the number of Shares purchasable upon the exercise of each Warrant as hereinabove provided, so that each Class A or Class B Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock in the case of the Class A Warrants and one-half (1/2) share of Common Stock in the case of the Class B Warrants. Each Class A and Class B Warrant held of record prior to such adjustment of the number of Class A and Class B Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant Certificates on the date of such adjustment of Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option capital reorganization of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Class A and Class B Warrants to which such Holder shall be entitled after such adjustment.
9.03 In case or of any reclassification, capital reorganization or other change reclassification of outstanding the shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, this Warrant shall be exercisable after such capital reorganization or other change of outstanding shares of Common Stock), or reclassification upon the terms and conditions specified in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Registered Holder shall have the right thereafter, by exercising such class of this Warrant, to purchase for the kind and number of shares of stock or other securities or property which the shares of Common Stock issuable (including cash) receivable upon at the time of such reclassification, capital reorganization or other change, consolidation, merger, sale reclassification) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization or conveyance by reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a holder of the greater or lesser number of shares of Common Stock that might have been purchased upon exercise of such class of Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The Company shall not effect any such consolidation, merger or sale unless prior be deemed to or simultaneously with be a reclassification of the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to each Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Agreement. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyancesof the Company for the purposes of this Subsection 5.3.
(a) If at any time after 5.4. Whenever the date hereof Purchase Price is adjusted as herein provided, the Company shall issue compute the adjusted Purchase Price in accordance with Subsection 5.1 and shall prepare a certificate signed by its Chief Financial Officer and any shares other executive officer setting forth the adjusted Purchase Price, and showing in reasonable detail the method of Common Stock (other than shares issued as a dividend or distribution as provided such adjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Registered Holder.
5.5. The form of this Warrant need not be changed because of any change in Section 9.01(a) hereof) for a consideration per share less than the Current Market Price per share, then, forthwith upon such issue, the Purchase Price in effect immediately prior pursuant to this Section 5 and any Warrant issued after such issuance (change may state the "Existing same Purchase Price") shall be reduced by dividing Price and the same number of shares of Common Stock so issued by the total number of shares outstanding after such issuance, multiplying the quotient by the difference between the Existing Purchase Price and the price of the shares so issued and subtracting the result from the Existing Purchase Price. In the case of an issue of additional shares of Common Stock for cash, the consideration received by the Company therefor shall be deemed to be the net cash proceeds received for such shares, excluding cash received on account of accrued interest or accrued dividends and after deducting therefrom any and all commissions andas are stated in this Warrant as initially issued.
Appears in 1 contract
Samples: Securities Purchase Agreement (Online System Services Inc)
ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK. (a) 5.1. The Purchase Price, the number of Warrant Shares purchasable upon exercise of each class of Warrants and the number of each class of Warrants outstanding are Price hereof shall be subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 9. as follows:
(a) In the event case the Company shall, at any time or from time to time after the date hereof, issue any shall (i) pay a dividend on its shares of Common Stock as a stock dividend to the holders of in Common Stock, (ii) subdivide its outstanding shares of Common Stock or subdivide or (iii) combine the its outstanding shares of Common Stock into a greater or lesser smaller number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares")shares, then, and thereafter upon each further Change of Shares in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such Change event as the total number of Shares shares of Common Stock outstanding immediately prior any such event shall bear to the total number of shares of Common Stock outstanding immediately after to such event. An adjustment made pursuant to this Section 5.1(a) shall, (i) become effective retroactively immediately after the record date in the case of a dividend and shall (ii) become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be changed readjusted in the same manner upon the happening of any successive event or events described herein.
(b) In case the Company shall distribute to a price all holders of its shares of Common Stock, Other Securities, evidences of its indebtedness or assets (including any applicable fraction of a centexcluding cash dividends or distributions) or purchase rights, options or warrants to subscribe for or purchase other Securities, then in each such case, the Purchase Price in effect thereafter shall be determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, of which the numerator of which shall be the total number of outstanding shares of Common Stock outstanding immediately prior to multiplied by the issuance current market price per share of Common Stock (as determined in accordance with the provisions of subdivision (c) below) on the record date mentioned below, less the fair market value as determined by the Board of Directors (whose determination shall be conclusive) of the Other Securities, assets or evidences of indebtedness so distributed or of such additional shares rights or warrants, and of which the denominator of which shall be the total number of outstanding shares of Common Stock outstanding immediately after the issuance multiplied by such current market price per share of such additional sharesCommon Stock. Such adjustment shall be made successively whenever any such an issuance distribution is made and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such distribution.
(c) For the purpose of any computation under subdivision (b) above, the current market price per share of Common Stock shall be deemed to be the closing price of the Company's shares of Common Stock on the date that the computation is made.
(bd) No adjustment of the Purchase Price shall be made if the amount of such adjustment shall be less than $.05 per share, but in such case, any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment so carried forward, shall amount to not less than $.05 per share. In case the Company shall at any time issue shares of Common Stock by way of dividend on any class of stock of the Company or subdivide or combine the outstanding shares of Common Stock, said amount of $.05 per share (as theretofore increased or decreased, if the same amount shall have been adjusted in accordance with the provisions of this subparagraph) shall forthwith be proportionately increased in the case of a combination or decreased in the case of such a subdivision or stock dividend so as to appropriately reflect the same.
5.2. Upon each adjustment of the Purchase Price pursuant to this subdivisions (a) and (b) of Section 95.1, the total number of shares of Common Stock purchasable upon the exercise of each class of this Warrant shall (subject be adjusted to the provisions contained in Section 9.02 hereof) be such number of shares of Common Stock, calculated to the nearest tenth one hundredth of a share, obtained by multiplying the number of shares of Common Stock purchasable at immediately prior to such adjustment upon the exercise of this Warrant Certificate by the Purchase Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and dividing the denominator of which shall be product so obtained by the new Purchase Price in effect immediately after such adjustmentPrice.
9.02 The Company may elect, upon 5.3. In the event of any adjustment of the Purchase Price hereunder, to adjust the number of each class of Warrants outstanding, in lieu of the adjustment in the number of Shares purchasable upon the exercise of each Warrant as hereinabove provided, so that each Class A or Class B Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock in the case of the Class A Warrants and one-half (1/2) share of Common Stock in the case of the Class B Warrants. Each Class A and Class B Warrant held of record prior to such adjustment of the number of Class A and Class B Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant Certificates on the date of such adjustment of Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option capital reorganization of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Class A and Class B Warrants to which such Holder shall be entitled after such adjustment.
9.03 In case or of any reclassification, capital reorganization or other change reclassification of outstanding the shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, this Warrant shall be exercisable after such capital reorganization or other change of outstanding shares of Common Stock), or reclassification upon the terms and conditions specified in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Registered Holder shall have the right thereafter, by exercising such class of this Warrant, to purchase for the kind and number of shares of stock or other securities or property which the shares of Common Stock issuable (including cash) receivable upon at the time of such reclassification, capital reorganization or other change, consolidation, merger, sale reclassification) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization or conveyance by reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of Common Stock at any time outstanding into a holder of the greater or lesser number of shares of Common Stock that might have been purchased upon exercise of such class of Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The Company shall not effect any such consolidation, merger or sale unless prior be deemed to or simultaneously with be a reclassification of the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to each Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Agreement. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyancesof any for the purposes of this Subsection 5.3.
(a) If at any time after the date hereof the Company shall issue any shares of Common Stock (other than shares issued as a dividend or distribution as provided in Section 9.01(a) hereof) for a consideration per share less than the Current Market Price per share, then, forthwith upon such issue, the Purchase Price in effect immediately prior to such issuance (the "Existing Purchase Price") shall be reduced by dividing the number of shares of Common Stock so issued by the total number of shares outstanding after such issuance, multiplying the quotient by the difference between the Existing Purchase Price and the price of the shares so issued and subtracting the result from the Existing Purchase Price. In the case of an issue of additional shares of Common Stock for cash, the consideration received by the Company therefor shall be deemed to be the net cash proceeds received for such shares, excluding cash received on account of accrued interest or accrued dividends and after deducting therefrom any and all commissions and
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Samples: Warrant to Purchase Common Stock (American Electromedics Corp)
ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK. (a) The Purchase Price, the number of Warrant Shares purchasable upon exercise of each class of Warrants and the number of each class of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 9. In the event case the Company shall, shall at any time or from time to time after the date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding shares of Common Stock into Stock, the Exercise Price for Redeemable Warrants shall forthwith be proportionately decreased in the case of a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares increased in the Purchase Price in effect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction case of a cent) determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares and the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. Such adjustment shall be made successively whenever such an issuance is madecombination.
(b) Upon each adjustment In case the Company shall pay a dividend in, or make a distribution of, shares of Common Stock or of the Purchase Company's capital stock convertible into shares of Common Stock, the Exercise Price for Redeemable Warrants shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 9, the total number of shares of Common Stock purchasable upon the exercise of each class of Warrant shall (subject to the provisions contained in Section 9.02 hereof8(b) be such number of shares calculated to the nearest tenth purchasable at the Purchase Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be made as of the Purchase Price in effect immediately prior to such adjustment and record date for the denominator of which shall be the Purchase Price in effect immediately after such adjustmentsubject stock dividend or distribution.
9.02 The Company may elect, upon any adjustment of the Purchase Price hereunder, to adjust the number of each class of Warrants outstanding, in lieu of the adjustment in the number of Shares purchasable upon the exercise of each Warrant as hereinabove provided, so that each Class A or Class B Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock in the case of the Class A Warrants and one-half (1/2c) share of Common Stock in the case of the Class B Warrants. Each Class A and Class B Warrant held of record prior to such adjustment of the number of Class A and Class B Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant Certificates on the date of such adjustment of Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Class A and Class B Warrants to which such Holder shall be entitled after such adjustment.
9.03 In case of any reclassification, capital reorganization reclassification or other change of outstanding shares of Common StockStock issuable upon exercise of the Redeemable Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization reclassification or other change of the then outstanding shares of Common StockStock or other capital stock issuable upon exercise of the Redeemable Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of subdivision or combination), ) or in case of any sale or conveyance to another corporation of all or substantially all of the assets or property of the Company asthat is effected in such a way that holders of the securities issuable upon exercise of the Redeemable Warrants shall be entitled to receive securities or other property with respect to or in exchange for the securities issuable upon exercise of the Redeemable Warrants, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company, or substantially assuch successor or purchasing corporation, an entirety (other than a sale/leasebackas the case may be, mortgage or other financing transaction), shall make lawful and adequate provision whereby the Company shall cause effective provision to be made so that each Registered Holder of each Redeemable Warrant then outstanding shall have the right thereafter, by exercising thereafter to receive on exercise of such class of Warrant, to purchase Redeemable Warrant the kind and number amount of shares of stock or other securities or and property (including cash) receivable upon such reclassification, capital reorganization change, consolidation, merger, sale or other conveyance, by a holder of the number of securities issuable upon exercise of such Redeemable Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance by a holder and shall forthwith file at the Corporate Office of the number Warrant Agent a statement signed by its President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary evidencing such provision. The above provisions of shares of Common Stock that might have been purchased upon exercise of such class of Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor (if other than the Company8(c) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to each Registered Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Agreement. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations reclassifications and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(ad) If at Irrespective of any time after adjustments or changes in the date hereof the Company shall issue any shares of Common Stock (other than shares issued as a dividend Exercise Price or distribution as provided in Section 9.01(a) hereof) for a consideration per share less than the Current Market Price per share, then, forthwith upon such issue, the Purchase Price in effect immediately prior to such issuance (the "Existing Purchase Price") shall be reduced by dividing the number of shares of Common Stock so purchasable upon exercise of the Redeemable Warrants, the Warrant Certificates theretofore and thereafter issued by shall, unless the total Company shall exercise its option to issue new Warrant Certificates pursuant to Section 2(e) hereof, continue to express the Exercise Price per share and the number of shares outstanding after such issuancepurchasable thereunder as the Exercise Price per share and the number of shares purchasable thereunder were expressed in the Warrant Certificates when the same were originally issued.
(e) After each adjustment of the Exercise Price pursuant to this Section 8, multiplying the quotient Company will promptly prepare a certificate signed by the difference between Chairman or President, and by the Existing Purchase Price and Treasurer or an Assistant Treasurer or the price Secretary or an Assistant Secretary, of the shares Company setting forth: (i) the Exercise Price as so issued and subtracting adjusted, (ii) the result from the Existing Purchase Price. In the case number of an issue of additional shares of Common Stock purchasable upon exercise of each Redeemable Warrant, after such adjustment, and (iii) a brief statement of the facts accounting for cashsuch adjustment. The Company will promptly file such certificate with the Warrant Agent and cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof except as to the holder to whom the Company failed to mail such notice, or except as to the consideration received holder whose notice was defective. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Company that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(f) Redeemable Warrant holders shall not be entitled to cash dividends paid by the Company therefor shall be deemed prior to be the net cash proceeds received for such shares, excluding cash received on account exercise of accrued interest any Redeemable Warrant or accrued dividends and after deducting therefrom any and all commissions andWarrants held by them.
Appears in 1 contract
