Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustment, from time to time, upon the happening of any of the following events: (a) Dividends, Subdivisions, Combinations, or Consolidations of Common Shares. (i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Purchase Price shall be increased in such proportion. (ii) If the Company declares, pays, or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to any such distribution. If the Holder does not exercise this Warrant prior to the record date relating to a distribution under this Section 5(a)(ii), then such Holder shall not be entitled to such distribution. (b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets. (i) Upon the occurrence of any of the following events, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt of shares of stock and other securities, property, and interests that are issued or payable in connection therewith: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, or any affiliated entity. The foregoing provisions of this Section 5(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below. (ii) If any sale, lease, pledge, mortgage, conveyance, or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all of the rights of the other holders of shares of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involved, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall that date be less than 30 days after delivery to the Holder of this Warrant of the written notice described above and in Section 6. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 4 contracts
Samples: Subscription Agreement (BBJ Environmental Technologies Inc), Subscription Agreement (BBJ Environmental Technologies Inc), Subscription Agreement (BBJ Environmental Technologies Inc)
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
(a) DividendsDIVIDENDS, SubdivisionsSUBDIVISIONS, CombinationsCOMBINATIONS, or Consolidations of Common SharesOR CONSOLIDATIONS OF COMMON STOCK.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this the total securities and property set aside for the Holder as the number of Warrant and, Shares with respect to any which this Warrant is then exercised as to the total number of Warrant Shares so acquired, that may be acquired pursuant to this Warrant at the time the securities or property were set aside for the Holder.
(iii) If the Company shall be entitled declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to all the rights of the other holders of its shareholders a right to purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any such distribution. the dividend, all shares of Common Stock so issued shall, for purposes of this Warrant, be deemed to have been issued as a stock dividend subject to the adjustments set forth in Section 3.3 (a)(i).
(iv) If the Holder does not exercise this Warrant prior Company shall declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to its shareholders a right to purchase new shares of a class of stock (other than Common Stock), Convertible Securities, or other interests from the proceeds of such dividend or for an amount substantially equal to the record date relating dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant, be deemed to have been issued as a dividend or other distribution under this subject to Section 5(a)(ii3.3(a)(ii).
(v) If the Company shall declare a dividend payable in cash on its outstanding Common Stock, then such Holder dividend shall not be entitled deemed to such distributionhave been issued as a dividend or other distribution subject to Section 3.3(a)(i).
(b) Effect of ReclassificationEFFECT OF RECLASSIFICATION, ReorganizationREORGANIZATION, ConsolidationCONSOLIDATION, MergerMERGER, or Sale of AssetsOR SALE OF ASSETS.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall be entitled Warrant, to exercise acquire for the Exercise Price described in this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt kind and amount of shares of stock and other securities, property, property and interests that are as would be issued or payable with respect to or in connection therewithexchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares purchasable pursuant to this Warrant so acquired, shall be entitled to all of the rights of the other holders of shares shareholders of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involvedinvolved and Section 3.3(b)(i) does not apply, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall -------- ---- that date be less than 30 20 days after delivery to the Holder of this Warrant of the written notice described above and in Section 63.2 hereof. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 2 contracts
Samples: Warrant Agreement (Premier Laser Systems Inc), Warrant Agreement (Premier Laser Systems Inc)
Adjustment of Purchase Price and Number of Warrant Shares. 5.1 The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price hereof shall be subject to adjustment, adjustment from time to time, upon the happening of any of the following eventstime as follows:
(a) DividendsIn case the Company shall, Subdivisionsprior to the Termination Date, Combinations, or Consolidations of Common Shares.
(i) In the event that the Company shall declarepay a dividend on its Common Stock in Common Stock, pay(ii) subdivide its outstanding shares of Common Stock, or make any dividend upon (iii) combine its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater small number of shares, then, 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 event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this subdivision (a), (i) shall become effective retroactively immediately after the record date in the case of a dividend and (ii) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein.
(b) Upon each adjustment of the Purchase Price pursuant to subdivision (a) of Subsection 5.1, the number of shares of Common Stock purchasable upon exercise of this Warrant Certificate shall be adjusted to the number of shares of Common Stock, then the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion calculated to the increase in nearest one hundredth of a share, obtained by multiplying the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Warrant Shares that may thereafter be acquired Stock purchasable immediately prior to such adjustment upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and this Warrant Certificate by the Purchase Price shall be increased in effect prior to such proportionadjustment and dividing the product so obtained by the new Purchase Price.
(ii) If 5.2 In case of any capital reorganization of the Company declares, paysCompany, or makes of any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares reclassification of the Common Stock, but includingthis Warrant Certificate shall be exercisable after such capital reorganization or reclassification upon the terms and conditions specified in this Warrant Certificate, without limitation, for the number of shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for which the Common Stock issuable at the time of such capital reorganization or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), the Holder reclassification upon exercise of this Warrant shall be Certificate would have been entitled to receive upon such capital reorganization or reclassification if such exercise this Warrant and, with respect had taken place immediately prior to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders such action. The subdivision or combination of shares of Common Stock with respect to at any such distribution. If the Holder does not exercise this Warrant prior to the record date relating to time outstanding into a distribution under this Section 5(a)(ii), then such Holder shall not be entitled to such distribution.
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, greater or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders lesser number of shares of Common Stock with respect shall not be deemed to receipt of shares of stock and other securities, property, and interests that are issued or payable in connection therewith: (A) reclassification, capital reorganization, or other change be a reclassification of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(a)), (B) consolidation or merger of the Company for the purposes of this Subsection 5.2.
5.3 In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into another corporation any other person or entity (c) transfer all or substantially all of its properties or assets to any other than a consolidation person under any plan or merger subject to Section 5(b)(ii) below, or in which arrangement contemplating the dissolution of the Company is within 24 months from the continuing corporation and that does not result date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the holder of this Warrant, on the exercise hereof as provided in Section 3 at any reclassificationtime after the consummation or effective date of such Reorganization (the "Effective Date"), capital reorganization or other change shall receive, in lieu of the outstanding Common Stock or the Warrant Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such holder would have been entitled upon exercise of such consummation, if such holder had so exercised this Warrant), or immediately prior thereto (C) spin-off of assets, a subsidiary, or any affiliated entity. The foregoing provisions of this Section 5(b)(i) shall similarly apply all subject to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except further adjustment thereafter as may be provided in Section 5(b)(ii) below5).
(ii) If any sale, lease, pledge, mortgage, conveyance, or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all of the rights of the other holders of shares of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involved, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall that date be less than 30 days after delivery to the Holder of this Warrant of the written notice described above and in Section 6. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 2 contracts
Samples: Common Stock Warrant (Usa Talks Com Inc), Common Stock Warrant (Usa Talks Com Inc)
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustment, from time to time, upon the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common Shares.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Purchase Price shall be increased in such proportion.
(ii) If the Company declares, pays, or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's ’s stock or stock or other securities convertible into or exchangeable for Common Stock or any other class of the Company's ’s stock or other interests in the Company or its assets ("“Convertible Securities"”)), the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to any such distribution. If the Holder does not exercise this Warrant prior to the record date relating to a distribution under this Section 5(a)(ii), then such Holder shall not be entitled to such distribution.
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt of shares of stock and other securities, property, and interests that are issued or payable in connection therewith: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, or any affiliated entity. The foregoing provisions of this Section 5(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all of the rights of the other holders of shares of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involved, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall that date be less than 30 days after delivery to the Holder of this Warrant of the written notice described above and in Section 6. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.,
Appears in 2 contracts
Samples: Subscription Agreement (BBJ Environmental Technologies Inc), Subscription Agreement (BBJ Environmental Technologies Inc)
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common SharesStock.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this the total securities and property set aside for the Holder as the number of Warrant and, Shares with respect to any which this Warrant is then exercised as to the total number of Warrant Shares so acquired, that may be acquired pursuant to this Warrant at the time the securities or property were set aside for the Holder.
(iii) If the Company shall be entitled declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to all the rights of the other holders of its shareholders a right to purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any such distribution. the dividend, all shares of Common Stock so issued shall, for purposes of this Warrant, be deemed to have been issued as a stock dividend subject to the adjustments set forth in Section 3.3 (a)(i).
(iv) If the Holder does not exercise this Warrant prior Company shall declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to its shareholders a right to purchase new shares of a class of stock (other than Common Stock), Convertible Securities, or other interests from the proceeds of such dividend or for an amount substantially equal to the record date relating dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant, be deemed to have been issued as a dividend or other distribution under this subject to Section 5(a)(ii3.3(a)(ii).
(v) If the Company shall declare a dividend payable in cash on its outstanding Common Stock, then such Holder dividend shall not be entitled deemed to such distributionhave been issued as a dividend or other distribution subject to Section 3.3(a)(i).
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall Warrant, to acquire for the Exercise other securities, property and interests as would be entitled to exercise this Warrant and, issued or payable with respect to any or in exchange for the number of Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt of shares of stock and other securities, property, and interests that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued or payable in connection therewithto the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares purchasable pursuant to this Warrant so acquired, shall be entitled to all of the rights of the other holders of shares shareholders of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involvedinvolved and Section 3.3(b)(i) does not apply, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall -------- ---- that date be less than 30 20 days after delivery to the Holder of this Warrant of the written notice described above and in Section 63.2 hereof. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 1 contract
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
: (a) Dividends, Subdivisions, Combinations, or Consolidations of Common SharesStock.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of 3
(iii) If the Company's stock or stock or other securities convertible into or exchangeable for Company shall declare a dividend payable in money on its outstanding Common Stock or any other class of and at substantially the Company's stock or other interests in the Company or same time shall offer to its assets ("Convertible Securities")), the Holder of this Warrant shall be entitled shareholders a right to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any such distribution. the dividend, all shares of Common Stock so issued shall, for purposes of this Warrant, be deemed to have been issued as a stock dividend subject to the adjustments set forth in Section 3.3 (a)(i).
(iv) If the Holder does not exercise this Warrant prior Company shall declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to its shareholders a right to purchase new shares of a class of stock (other than Common Stock), Convertible Securities, or other interests from the proceeds of such dividend or for an amount substantially equal to the record date relating dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant, be deemed to have been issued as a dividend or other distribution under this subject to Section 5(a)(ii3.3(a)(ii), then such Holder shall not be entitled to such distribution.
(v) If the Company shall declare a dividend payable in cash on its outstanding Common Stock, such dividend shall be deemed to have been issued as a dividend or other distribution subject to Section 3.3(a)(i). (b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall be entitled Warrant, to exercise acquire for the Exercise Price described in this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt kind and amount of shares of stock and other securities, property, property and interests that are as would be issued or payable with respect to or in connection therewithexchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all of the rights of the other holders of shares of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involved, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall that date be less than 30 days after delivery to the Holder of this Warrant of the written notice described above and in Section 6. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.4
Appears in 1 contract
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustment, from time to time, upon the happening of any of the following events:
(a) DividendsDIVIDENDS, SubdivisionsSUBDIVISIONS, CombinationsCOMBINATIONS, or Consolidations of Common SharesOR CONSOLIDATIONS OF COMMON STOCK.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Purchase Price shall be increased in such proportion. The aforementioned adjustments shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible SecuritiesCONVERTIBLE SECURITIES")), a proportionate part of those securities ------------------------- or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to any such distribution. If total securities and property set aside for the Holder does not exercise this Warrant prior to the record date relating to a distribution under this Section 5(a)(ii), then such Holder shall not be entitled to such distribution.
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt of shares of stock and other securities, property, and interests that are issued or payable in connection therewith: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, or any affiliated entity. The foregoing provisions of this Section 5(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares with respect to which this Warrant is then exercised is to the total Warrant Shares that are then purchasable may be acquired pursuant to this Warrant as if such Warrant Shares had been issued to at the Holder immediately prior to such event. However, if time the result of securities or property were set aside for the Termination of Business is that shareholders of Holder.
(iii) If the Company are shall declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to receive money or property other than securities or other interests in its shareholders a successor entity, the Holder of this Warrant shall be entitled right to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all of the rights of the other holders of purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involveddividend, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall so issued shall, for purposes of this Warrant, be entitled deemed to participate have been issued as a stock dividend subject to the adjustments set forth in a distribution of the assets of Section 5(a)(i).
(iv) If the Company shall declare a dividend payable in connection with money on its outstanding Common Stock and at substantially the Termination same time shall offer to its shareholders a right to purchase new shares of Business; provideda class of stock (other than Common Stock), thatConvertible Securities, in no event shall that date be less than 30 days after delivery or other interests from the proceeds of such dividend or for an amount substantially equal to the Holder dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant of the written notice described above and in Section 6. If the termination of acquisition rights under this Warrant is Warrant, be deemed to occur have been issued as a result of the event at issue, a statement dividend or other distribution subject to that effect shall be included in that written noticeSection 5(a)(ii).
Appears in 1 contract
Samples: Warrant Agreement (American Leisure Holdings, Inc.)
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common SharesStock.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this the total securities and property set aside for the Holder as the number of Warrant and, Shares with respect to any which this Warrant is then exercised as to the total number of Warrant Shares so acquired, that may be acquired pursuant to this Warrant at the time the securities or property were set aside for the Holder.
(iii) If the Company shall be entitled declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to all the rights of the other holders of its shareholders a right to purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any such distribution. the dividend, all shares of Common Stock so issued shall, for purposes of this Warrant, be deemed to have been issued as a stock dividend subject to the adjustments set forth in Section 3.3(a)(i).
(iv) If the Holder does not exercise this Warrant prior Company shall declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to its shareholders a right to purchase new shares of a class of stock (other than Common Stock), Convertible Securities, or other interests from the proceeds of such dividend or for an amount substantially equal to the record date relating dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant, be deemed to have been issued as a dividend or other distribution under this subject to Section 5(a)(ii3.3(a)(ii).
(v) If the Company shall declare a dividend payable in cash on its outstanding Common Stock, then such Holder dividend shall not be entitled deemed to such distributionhave been issued as a dividend or other distribution subject to Section 3.3(a)(i).
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall be entitled Warrant, to exercise acquire for the Exercise Price described in this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt kind and amount of shares of stock and other securities, property, property and interests that are as would be issued or payable with respect to or in connection therewithexchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares purchasable pursuant to this Warrant so acquired, shall be entitled to all of the rights of the other holders of shares shareholders of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involvedinvolved and Section 3.3(b)(i) does not apply, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall -------------- that date be less than 30 20 days after delivery to the Holder of this Warrant of the written notice described above and in Section 63.2 hereof. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 1 contract
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustment, from time to time, upon the happening of any of the following events:
(a) DividendsDIVIDENDS, SubdivisionsSUBDIVISIONS, CombinationsCOMBINATIONS, or Consolidations of Common SharesOR CONSOLIDATIONS OF COMMON STOCK.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and the Purchase Price shall be increased in such proportion. The aforementioned adjustments shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible SecuritiesCONVERTIBLE SECURITIES")), a proportionate part of those securities ----------------------- or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to any such distribution. If total securities and property set aside for the Holder does not exercise this Warrant prior to the record date relating to a distribution under this Section 5(a)(ii), then such Holder shall not be entitled to such distribution.
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt of shares of stock and other securities, property, and interests that are issued or payable in connection therewith: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, or any affiliated entity. The foregoing provisions of this Section 5(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares with respect to which this Warrant is then exercised is to the total Warrant Shares that are then purchasable may be acquired pursuant to this Warrant as if such Warrant Shares had been issued to at the Holder immediately prior to such event. However, if time the result of securities or property were set aside for the Termination of Business is that shareholders of Holder.
(iii) If the Company are shall declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to receive money or property other than securities or other interests in its shareholders a successor entity, the Holder of this Warrant shall be entitled right to exercise this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all of the rights of the other holders of purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involveddividend, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall so issued shall, for purposes of this Warrant, be entitled deemed to participate have been issued as a stock dividend subject to the adjustments set forth in a distribution of the assets of Section 5(a)(i).
(iv) If the Company shall declare a dividend payable in connection with money on its outstanding Common Stock and at substantially the Termination same time shall offer to its shareholders a right to purchase new shares of Business; provideda class of stock (other than Common Stock), thatConvertible Securities, in no event shall that date be less than 30 days after delivery or other interests from the proceeds of such dividend or for an amount substantially equal to the Holder dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant of the written notice described above and in Section 6. If the termination of acquisition rights under this Warrant is Warrant, be deemed to occur have been issued as a result of the event at issue, a statement dividend or other distribution subject to that effect shall be included in that written noticeSection 5(a)(ii).
Appears in 1 contract
Samples: Warrant Agreement (American Leisure Holdings, Inc.)
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common SharesStock.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this the total securities and property set aside for the Holder as the number of Warrant and, Shares with respect to any which this Warrant is then exercised as to the total number of Warrant Shares so acquired, that may be acquired pursuant to this Warrant at the time the securities or property were set aside for the Holder.
(iii) If the Company shall be entitled declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to all the rights of the other holders of its shareholders a right to purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any such distribution. the dividend, all shares of Common Stock so issued shall, for purposes of this Warrant, be deemed to have been issued as a stock dividend subject to the adjustments set forth in Section 3.3 (a)(i).
(iv) If the Holder does not exercise this Warrant prior Company shall declare a dividend payable in money on its outstanding common Stock and at substantially the same time shall offer to its shareholders a right to purchase new shares of a class of stock (other than Common Stock), Convertible Securities, or other interests from the proceeds of such dividend or for an amount substantially equal to the record date relating dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant, be deemed to have been issued or transferred shall, for purposes of this Warrant, be deemed to have been issued as a dividend or other distribution under this subject to Section 5(a)(ii3.3.(a)(ii).
(v) If the Company shall declare a dividend payable in cash on its outstanding Common Stock, then such Holder dividend shall not be entitled deemed to such distributionhave been issued as a dividend or other distribution subject to Section 3.3(a)(i).
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall Warrant, to acquire for the Exercise other securities, property and interests as would be entitled to exercise this Warrant and, issued or payable with respect to any or in exchange for the number of Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt of shares of stock and other securities, property, and interests that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued or payable in connection therewithto the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares purchasable pursuant to this Warrant so acquired, shall be entitled to all of the rights of the other holders of shares shareholders of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involvedinvolved and Section 3.3(b)(i) does not apply, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall that date be less than 30 20 days after delivery -------- ---- to the Holder of this Warrant of the written notice described above and in Section 63.2 hereof. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 1 contract
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common SharesStock.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), that portion of those securities or other property that would have been distributed to Holder had Holder already exercised this Warrant shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this the total securities and property set aside for the Holder as the number of Warrant and, Shares with respect to any which this Warrant is then exercised as to the total number of Warrant Shares so acquired, shall that may be entitled acquired pursuant to all the rights of the other holders of shares of Common Stock with respect to any such distribution. If the Holder does not exercise this Warrant prior to at the record date relating to a distribution under this Section 5(a)(ii), then such Holder shall not be entitled to such distributiontime the securities or property were set aside for the Holder.
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall Warrant, to acquire for the Exercise other securities, property and interests as would be entitled to exercise this Warrant and, issued or payable with respect to any or in exchange for the number of Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt of shares of stock and other securities, property, and interests that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued or payable in connection therewithto the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares purchasable pursuant to this Warrant so acquired, shall be entitled to all of the rights of the other holders of shares shareholders of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involvedinvolved and Section 3.3(b)(i) does not apply, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall -------------- that date be less than 30 20 days after delivery to the Holder of this Warrant of the written notice described above and in Section 63.2 hereof. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 1 contract
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common SharesStock.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), a proportionate part of those securities or that other property shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this the total securities and property set aside for the Holder as the number of Warrant and, Shares with respect to any which this Warrant is then exercised as to the total number of Warrant Shares so acquired, that may be acquired pursuant to this Warrant at the time the securities or property were set aside for the Holder.
(iii) If the Company shall be entitled declare a dividend payable in money on its outstanding Common Stock and at substantially the same time shall offer to all the rights of the other holders of its shareholders a right to purchase new shares of Common Stock with respect from the proceeds of such dividend or for an amount substantially equal to any such distribution. the dividend, all shares of Common Stock so issued shall, for purposes of this Warrant, be deemed to have been issued as a stock dividend subject to the adjustments set forth in Section 3.3 (a)(i).
(iv) If the Holder does not exercise this Warrant prior Company shall declare a dividend payable in money on its outstanding common Stock and at substantially the same time shall offer to its shareholders a right to purchase new shares of a class of stock (other than Common Stock), Convertible Securities, or other interests from the proceeds of such dividend or for an amount substantially equal to the record date relating dividend, all shares of stock, Convertible Securities, or other interests so issued or transferred shall, for purposes of this Warrant, be deemed to have been issued or transferred shall, for purposes of this Warrant, be deemed to have been issued as a dividend or other distribution under this subject to Section 5(a)(ii3.3.(a)(ii).
(v) If the Company shall declare a dividend payable in cash on its outstanding Common Stock, then such Holder dividend shall not be entitled deemed to such distributionhave been issued as a dividend or other distribution subject to Section 3.3(a)(i).
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall be entitled Warrant, to exercise acquire for the Exercise Price described in this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt kind and amount of shares of stock and other securities, property, property and interests that are as would be issued or payable with respect to or in connection therewithexchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares purchasable pursuant to this Warrant so acquired, shall be entitled to all of the rights of the other holders of shares shareholders of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involvedinvolved and Section 3.3(b)(i) does not apply, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no -------- ---- event shall that date be less than 30 20 days after delivery to the Holder of this Warrant of the written notice described above and in Section 63.2 hereof. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 1 contract
Adjustment of Purchase Price and Number of Warrant Shares. The number and kind of securities and other property that may be acquired upon the exercise of this Warrant and the Purchase Price shall be subject to adjustmentadjustment following the Determination Date and prior to the earlier of the exercise of, from time to timeor the Expiration Date of this Warrant, upon the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common SharesStock.
(i) In the event that the Company shall declare, pay, or make any dividend upon its outstanding Common Stock payable in Common Stock or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Share Factor shall be adjusted so that the number of Warrant Shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase in the number of outstanding shares of Common Stock through such dividend or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the Share Factor shall be adjusted so that number of Warrant Shares that may thereafter be acquired upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination and combination. In each case, the Purchase Exercise Price shall will not be increased in such proportionadjusted.
(ii) If the Company declares, pays, pays or makes any dividend or other distribution upon its outstanding Common Stock payable in securities or other property (excluding cash dividends and dividends payable in shares of Common Stock, but including, without limitation, shares of any other class of the Company's stock or stock or other securities convertible into or exchangeable for shares of Common Stock or any other class of the Company's stock or other interests in the Company or its assets ("Convertible Securities")), that portion of those securities or other property that would have been distributed to Holder had Holder already exercised this Warrant shall be set aside by the Company and delivered to the Holder in the event that the Holder exercises this Warrant. The securities and other property then deliverable to the Holder upon the exercise of this Warrant shall be entitled in the same ratio to exercise this the total securities and property set aside for the Holder as the number of Warrant and, Shares with respect to any which this Warrant is then exercised as to the total number of Warrant Shares so acquired, shall that may be entitled acquired pursuant to all the rights of the other holders of shares of Common Stock with respect to any such distribution. If the Holder does not exercise this Warrant prior to at the record date relating to a distribution under this Section 5(a)(ii), then such Holder shall not be entitled to such distributiontime the securities or property were set aside for the Holder.
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall cause an effective provision to be made so that the Holder shall have the right thereafter, by the exercise of this Warrant shall be entitled Warrant, to exercise acquire for the Exercise Price described in this Warrant and, with respect to any Warrant Shares so acquired, shall be entitled to all the rights of the other holders of shares of Common Stock with respect to receipt kind and amount of shares of stock and other securities, property, property and interests that are as would be issued or payable with respect to or in connection therewithexchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such event: (A) reclassification, capital reorganization, or other change of the outstanding shares of Common Stock (other than a change as a result of an issuance of shares of Common Stock under Section 5(aSubsection 3.3(a)), (B) consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger subject to Section 5(b)(ii) below, or in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the outstanding shares of Common Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C) spin-off of assets, a subsidiary, subsidiary or any affiliated entity, or the sale, lease, conveyance (other than pledges, mortgages and liens related to loans) or exchange of a significant portion of the Company's assets taken as a whole, in a transaction pursuant to which the Company's shareholders of record are to receive securities or other interests in a successor entity. Any such provision made by the Company for adjustments with respect to this Warrant shall be as nearly equivalent to the adjustments otherwise provided for in this Warrant as is reasonably practicable. The foregoing provisions of this Section 5(b)(i3.3(b)(i) shall similarly apply to successive reclassifications, capital reorganizations and similar changes of shares of Common Stock and to successive consolidations, mergers, spin-offs, sales, leases or exchanges. If the Holder does not exercise this Warrant prior to the record date relating to an event described in this Section 5(b)(i), then the Holder shall not be entitled to the benefits accruing to holders of the shares of Common Stock, except as may be provided in Section 5(b)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance, sale or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company (a "Termination of Business") shall be proposed, the Company shall deliver written notice to the Holder of this Warrant in accordance with Section 6 below 3.2 hereof as a condition precedent to the consummation of that Termination of Business. If the result of the Termination of Business is that shareholders of the Company are to receive securities or other interests of a successor entity, the Company provisions of Section 3.3(b)(i) above shall cause an effective provision to be made so that the Holder shall have the right thereafter, by exercise of this Warrant, to acquire for the Aggregate Purchase Price described in this Warrant the kind and amount of securities or other interests as would be issuable or payable with respect to or in exchange for the number of Warrant Shares that are then purchasable pursuant to this Warrant as if such Warrant Shares had been issued to the Holder immediately prior to such eventapply. However, if the result of the Termination of Business is that shareholders of the Company are to receive money or property other than securities or other interests in a successor entity, the Holder of this Warrant shall be entitled to exercise this Warrant and, with respect to any Warrant Shares purchasable pursuant to this Warrant so acquired, shall be entitled to all of the rights of the other holders of shares shareholders of Common Stock with respect to any distribution by the Company in connection with the Termination of Business. In the event no successor entity is involvedinvolved and Section 3.3(b)(i) does not apply, all acquisition rights under this Warrant shall terminate at the close of business on the date as of which shareholders of record of the shares of Common Stock shall be entitled to participate in a distribution of the assets of the Company in connection with the Termination of Business; provided, that, in no event shall -------- ---- that date be less than 30 20 days after delivery to the Holder of this Warrant of the written notice described above and in Section 63.2 hereof. If the termination of acquisition rights under this Warrant is to occur as a result of the event at issue, a statement to that effect shall be included in that written notice.
Appears in 1 contract
