Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows: a. In case the Company shall (1) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) Issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In the case of a subdivision, reduction, consolidation, combination or reclassification. b. If the Common Stock issuable upon the conversion of the Warrant shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 2), then, and in each such event, the Holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, or other change by the Holders of the number of shares of Common Stock into which such Warrant might have been converted, as reasonably determined by the Company's board of directors, immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein. c. If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors so that the Holder of the Warrant shall thereafter be entitled to receive upon conversion of such Warrant, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. d. The adjustments provided for in this Section 2 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or this section, provided that, notwithstanding any other provision of this section, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In effect; provided, however, that any adjustment which by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. e. Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder at the address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holder's warrants, setting forth in reasonable detail the method of calculation and the facts upon which such calculations is based. f. In the event of any question arising with respect to the adjustments provided for In this Section 2, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this Warrant. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the Holder. g. The Company may in its sole discretion and without any obligation to do so reduce the Purchase Price then in effect by giving 15 days' written notice to the Holders. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 3 contracts
Samples: Warrant Agreement (Navidec Inc), Warrant Agreement (Navidec Inc), Warrant to Purchase Common Stock (Navidec Inc)
Adjustment of Purchase Price. The Purchase Price in effect at any date ---------------------------- shall be subject to adjustment from time to time as follows:
a. In case (a) If and whenever at any time during the Company term hereof, the Corporation shall (1) pay complete a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) Issue by reclassification of its shares of Common Stock any shares of the CompanyShare Reorganization, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount effective immediately after the effective date or record date, as the case may be, on which the holders of Common Shares are determined for the purpose of the Share Reorganization by multiplying the Purchase Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be issued and outstanding had such securities been exchanged for or converted into Common Shares on such record date) .
(b) If and whenever at any time during the term hereof, the Corporation shall fix a record date for a Rights Offering, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number determined by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, by such Weighted Average Price per Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible or exchangeable). If by the terms of the rights, options or warrants referred to in this Section 4.2(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes of the exchange price per Common Share, as the case may be. To the extent that any adjustment in Purchase Price occurs pursuant to this Section 4.2(b) as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in this Section 4.2(b), the Purchase Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Purchase Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.
(c) If and whenever at any time during the term hereof the Corporation shall fix a record date for a special distribution, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such date by a fraction, of which the numerator shall be the product of the number of shares of Common Stock Shares outstanding on such record date before giving effect to and the Weighted Average Price on such divisionsrecord date, subdivisionless the aggregate fair market value (as determined by the directors which determination shall be conclusive) of such securities, reductionproperty or other assets so issued or distributed, combination or consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In the case of a subdivision, reduction, consolidation, combination or reclassification.
b. If the Common Stock issuable upon the conversion of the Warrant shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 2), then, and in each such event, the Holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, or other change by the Holders product of the number of shares of Common Stock into which such Warrant might have been converted, as reasonably determined by the Company's board of directors, immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.
c. If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors so that the Holder of the Warrant shall thereafter be entitled to receive upon conversion of such Warrant, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled Shares outstanding on such capital reorganization, merger, consolidation or sale.
d. The adjustments provided for in this Section 2 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or this section, provided that, notwithstanding any other provision of this section, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In effect; provided, however, that any adjustment which by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder at the address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holder's warrants, setting forth in reasonable detail the method of calculation and the facts upon which such calculations is based.
f. In the event of any question arising with respect to the adjustments provided for In this Section 2, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this Warrant. Such accountants shall have access to all necessary records of the Company, record date and such determination shall be binding upon the Company and the HolderWeighted Average Price.
g. The Company may in its sole discretion and without any obligation to do so reduce the Purchase Price then in effect by giving 15 days' written notice to the Holders. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows:
a. (a) In case the Company shall (1i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) Issue issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisionsdivision, subdivision, reduction, combination or combination, consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In in the case of a subdivision, reduction, consolidation, combination or reclassification.
b. (b) In case the Company shall issue rights or options to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options.
(c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the Warrant Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 2)6, then, and in each such event, the Holder of this Warrant Optionee shall have the right thereafter to convert such Warrant Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, reclassification or other change by the Holders holders of the number of shares of Common Stock into which such Warrant Option might have been converted, as reasonably determined by the Company's board of directorsCommittee, immediately prior to such reorganization, reclassification, reclassification or change, all subject to further adjustment as provided herein.
c. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) 6 or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other personperson (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors Committee so that the Holder of the Warrant Optionee shall thereafter be entitled to receive upon conversion of such WarrantOption, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale.
d. (f) The adjustments provided for in this Section 2 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or of this section, Section; provided that, notwithstanding any other provision of this sectionSection, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In in effect; provided, however, that any adjustment adjustments which by reason of this subsection (af) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder Optionee at the Optionee's address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holdersuch Optionee's warrantsOption, setting forth in reasonable detail the method of calculation and the facts upon which such calculations calculation is based.
f. (i) In the event of any question arising with respect to the adjustments provided for In this in Section 26, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this WarrantOptionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the HolderOptionee.
g. (j) The Company may may, in its sole discretion and without any obligation to do so so, reduce the Purchase Price then in effect by giving 15 fifteen days' written notice to the HoldersOptionee. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows:
a. (a) In case the Company shall (1i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) Issue issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisionsdivision, subdivision, reduction, combination or combination, consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In in the case of a subdivision, reduction, consolidation, combination or reclassification.
b. (b) In case the Company shall issue rights or options to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options.
(c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or E-104 securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the Warrant Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 26), then, and in each such event, the Holder of this Warrant Optionee shall have the right thereafter to convert such Warrant Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, reclassification or other change by the Holders holders of the number of shares of Common Stock into which such Warrant Option might have been converted, as reasonably determined by the Company's board of directorsCommittee, immediately prior to such reorganization, reclassification, reclassification or change, all subject to further adjustment as provided herein.
c. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 26) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other personperson (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors Committee so that the Holder of the Warrant Optionee shall thereafter be entitled to receive upon conversion of such WarrantOption, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale.
d. (f) The adjustments provided for in this Section 2 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issuesissue, distributions or other events contemplated herein resulting in any adjustment under the provisions or of this section, Section; provided that, notwithstanding any other provision of this sectionSection, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In in effect; provided, however, that any adjustment adjustments which by reason of this subsection (af) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder Optionee at the Optionee's address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holdersuch Optionee's warrantsOption, setting forth in reasonable detail the method of calculation and the facts upon which such calculations calculation is basedbases.
f. (i) In the event of any question arising with respect to the adjustments provided for In this in Section 26, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this WarrantOptionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the HolderOptionee.
g. (j) The Company may may, in its sole discretion and without any obligation to do so so, reduce the Purchase Price then in effect by giving 15 fifteen days' written notice to the HoldersOptionee. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract
Samples: Stock Option Agreement (Pollution Research & Control Corp /Ca/)
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows:
a. (a) In case the Company shall (1i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) Issue issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisionsdivision, subdivision, reduction, combination or combination, consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In in the case of a subdivision, reduction, consolidation, combination or reclassification.
b. (b) In case the Company shall issue rights or options to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options.
(c) In case the Company shall distribute to xxxxx substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the Warrant Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 2)6, then, and in each such event, the Holder of this Warrant Optionee shall have the right thereafter to convert such Warrant Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, reclassification or other change by the Holders holders of the number of shares of Common Stock into which such Warrant Option might have been converted, as reasonably determined by the Company's board of directorsCommittee, immediately prior to such reorganization, reclassification, reclassification or change, all subject to further adjustment as provided herein.
c. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) 6 or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other personperson (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors Committee so that the Holder of the Warrant Optionee shall thereafter be entitled to receive upon conversion of such WarrantOption, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale.
d. (f) The adjustments provided for in this Section 2 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or of this section, Section; provided that, notwithstanding any other provision of this sectionSection, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In in effect; provided, however, that any adjustment adjustments which by reason of this subsection (af) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder Optionee at the Optionee's address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holdersuch Optionee's warrantsOption, setting forth in reasonable detail the method of calculation and the facts upon which such calculations calculation is based.
f. (i) In the event of any question arising with respect to the adjustments provided for In this in Section 26, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this WarrantOptionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the HolderOptionee.
g. (j) The Company may may, in its sole discretion and without any obligation to do so so, reduce the Purchase Price then in effect by giving 15 fifteen days' written notice to the HoldersOptionee. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows:
a. (a) In case the Company shall (1i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) Issue issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisionsdivision, subdivision, reduction, combination or combination, consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In in the case of a subdivision, reduction, consolidation, combination or reclassification.
b. (b) In case the Company shall issue rights or options to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options.
(c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the Warrant Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 26), then, and in each such event, the Holder of this Warrant Optionee shall have the right thereafter to convert such Warrant Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, reclassification or other change by the Holders holders of the number of shares of Common Stock into which such Warrant Option might have been converted, as reasonably determined by the Company's board of directorsCommittee, immediately prior to such reorganization, reclassification, reclassification or change, all subject to further adjustment as provided herein.
c. (e) If at any time or from time to time xxx there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 26) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other personperson (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors Committee so that the Holder of the Warrant Optionee shall thereafter be entitled to receive upon conversion of such WarrantOption, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale.
d. (f) The adjustments provided for in this Section 2 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or of this section, Section; provided that, notwithstanding any other provision of this sectionSection, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In in effect; provided, however, that any adjustment adjustments which by reason of this subsection (af) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder Optionee at the Optionee's address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holdersuch Optionee's warrantsOption, setting forth in reasonable detail the method of calculation and the facts upon which such calculations calculation is based.
f. (i) In the event of any question arising with respect to the adjustments provided for In this in Section 26, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this WarrantOptionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the HolderOptionee.
g. (j) The Company may may, in its sole discretion and without any obligation to do so so, reduce the Purchase Price then in effect by giving 15 fifteen days' written notice to the HoldersOptionee. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows:
a. (a) In case the Company shall (1i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) Issue issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisionsdivision, subdivision, reduction, combination or combination, consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In in the case of a subdivision, reduction, consolidation, combination or reclassification.
b. (b) In case the Company shall issue rights or options to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options.
(c) Incase the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the Warrant Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 2)6, then, and in each such event, the Holder of this Warrant Optionee shall have the right thereafter to convert such Warrant Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, reclassification or other change by the Holders holders of the number of shares of Common Stock into which such Warrant Option might have been converted, as reasonably determined by the Company's board of directorsCommittee, immediately prior to such reorganization, reclassification, reclassification or change, all subject to further adjustment as provided herein.
c. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) 6 or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other personperson (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors Committee so that the Holder of the Warrant Optionee shall thereafter be entitled to receive upon conversion of such WarrantOption, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale.
d. (f) The adjustments provided for in this Section 2 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or of this section, Section; provided that, notwithstanding any other provision of this sectionSection, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In in effect; provided, however, that any adjustment adjustments which by reason of this subsection (af) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder Optionee at the Optionee's address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holdersuch Optionee's warrantsOption, setting forth in reasonable detail the method of calculation and the facts upon which such calculations calculation is based.
f. (i) In the event of any question arising with respect to the adjustments provided for In this in Section 26, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this WarrantOptionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the HolderOptionee.
g. (j) The Company may may, in its sole discretion and without any obligation to do so so, reduce the Purchase Price then in effect by giving 15 fifteen days' written notice to the HoldersOptionee. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows:
a. (a) In case the Company shall (1i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) Issue issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisionsdivision, subdivision, reduction, combination or combination, consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In in the case of a subdivision, reduction, consolidation, combination or reclassification.
b. (b) In case the Company shall issue rights or options to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options.
(c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the Warrant Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 26), then, and in each such event, the Holder of this Warrant Optionee shall have the right thereafter to convert such Warrant Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, reclassification or other change by the Holders holders of the number of shares of Common Stock into which such Warrant Option might have been converted, as reasonably determined by the Company's board of directorsCommittee, immediately prior to such reorganization, reclassification, reclassification or change, all subject to further adjustment as provided herein.
c. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 26) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other personperson (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors Committee so that the Holder of the Warrant Optionee shall thereafter be entitled to receive upon conversion of such WarrantOption, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale.
d. (f) The adjustments provided for in this Section 2 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or of this section, Section; provided that, notwithstanding any other provision of this sectionSection, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In in effect; provided, however, that any adjustment adjustments which by reason of this subsection (af) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder Optionee at the Optionee's address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holdersuch Optionee's warrantsOption, setting forth in reasonable detail the method of calculation and the facts upon which such calculations calculation is based.
f. (i) In the event of any question arising with respect to the adjustments provided for In this in Section 26, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this WarrantOptionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the HolderOptionee.
g. The (j) he Company may may, in its sole discretion and without any obligation to do so so, reduce the Purchase Price then in effect by giving 15 fifteen days' written notice to the HoldersOptionee. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows:
a. (a) In case the Company shall (1i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) Issue issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisionsdivision, subdivision, reduction, combination or combination, consolidation or stock dividend and of which the denominator shall be the number of shares of Common Stock after giving affect thereto. The number of shares issuable shall also be adjusted upward or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In in the case of a subdivision, reduction, consolidation, combination or reclassification.
b. (b) In case the Company shall issue rights or options to all or substantially all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options.
(c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the Warrant Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 26), then, and in each such event, the Holder of this Warrant Consultant shall have the right thereafter to convert such Warrant into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, or other change by the Holders of the number of shares of Common Stock into which such Warrant might have been converted, as reasonably determined by the Company's board of directors, immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.
c. If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors so that the Holder of the Warrant shall thereafter be entitled to receive upon conversion of such Warrant, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale.
d. The adjustments provided for in this Section 2 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or this section, provided that, notwithstanding any other provision of this section, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In effect; provided, however, that any adjustment which by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder at the address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holder's warrants, setting forth in reasonable detail the method of calculation and the facts upon which such calculations is based.
f. In the event of any question arising with respect to the adjustments provided for In this Section 2, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this Warrant. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the Holder.
g. The Company may in its sole discretion and without any obligation to do so reduce the Purchase Price then in effect by giving 15 days' written notice to the Holders. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.the
Appears in 1 contract
Samples: Stock Option Agreement (Pollution Research & Control Corp /Ca/)
Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment and reasonable charges as follows:the Warrant Agent may prescribe.
a. In case (a) Except as hereinafter provided, in the event the Company shall (1) pay a dividend in shall, at any time or from time to time after the date hereof, sell any shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive for a dividend consideration per share less than the closing bid price of the Common Stock as reported on NASDAQ, if traded on the OTC Electronic Bulletin Board or NASDAQ Small Cap Market or the last sales price, if listed on NASDAQ National Market or a national exchange, in shares in lieu of casheither case, on the trading date next preceding such sale (the "Market Price"), (ii) subdivide its outstanding or issue any shares of Common Stock as a stock dividend to the holders of Common Stock, (iii) reduce, consolidate or subdivide or combine its the outstanding shares of Common Stock into a smaller greater or lesser number of sharesshares (any such sale, issuance, subdivision or (iv) Issue by reclassification combination being herein called a "Change of its Shares"), then, and thereafter immediately before the date of such sale or the record date for each Change of Shares, the Purchase Price for the shares of Common Stock any shares issuable upon exercise of the Company, Warrants (whether or not the same shall be issued and outstanding) in effect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent to the nearest cent) determined by dividing (1) the product of (a) the Purchase Price in effect immediately before such Change of Shares and (b) the sum of (i) the total number of shares of Common Stock outstanding immediately prior thereto to such Change of Shares, and (ii) the number of shares determined by dividing (A) the aggregate consideration, if any, received by the Company upon such sale, issuance, subdivision or combination, by (B) the Market Price; by (2) the total number of shares of Common Stock outstanding immediately after such Change of Shares, however, that in no event shall the Purchase Price be adjusted pursuant too this computation to that an amount determined by multiplying in excess of the Purchase Price in effect immediately prior to such date computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8(h) hereof.
(b) For the purposes of any adjustment to be made in accordance with this Section 8(a) the following provisions shall be applicable:
(A) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a fraction, consideration part or all of which shall be cash, the numerator amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price (before deducting any commissions or any expenses incurred in connection therewith), if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (before deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, or any expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the gross amount of cash actually received by the Company for such securities, in any other case.
(B) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company.
(C) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of shareholders entitled to receive such dividend or other distribution and shall be deemed to have been issued without consideration.
(D) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (B) of this Section 8(a).
(E) The number of shares of Common Stock at any one time outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the denominator shall be deemed to include the number of shares of Common Stock after giving affect thereto. The aggregate maximum number of shares issuable shall also be adjusted upward (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or downward determined by multiplying the number of warrants owned by the Holder by a fraction of which the denominator shall be the number of shares of Common Stock outstanding on such date before giving effect to such divisions, subdivision, reduction, combination or consolidation or stock dividend and of which the numerator shall be the number of shares of Common Stock after giving affect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (a) shall become effective retroactively to the Effective Date immediately after the record date in the case of a dividend and shall become effective immediately after the effective date In the case of a subdivision, reduction, consolidation, combination or reclassification.
b. If the Common Stock issuable upon the conversion of the Warrant shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 2), then, and in each such event, the Holder of this Warrant shall have the right thereafter to convert such Warrant into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification, or other change by the Holders of the number of shares of Common Stock into which such Warrant might have been converted, as reasonably determined by the Company's board of directors, immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.
c. If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2) convertible or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Company's board of directors so that the Holder of the Warrant shall thereafter be entitled to receive upon conversion of such Warrant, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or saleexchangeable securities.
d. The adjustments provided for in this Section 2 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions or this section, provided that, notwithstanding any other provision of this section, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then In effect; provided, however, that any adjustment which by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
e. Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Holder at the address of such Holder as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of the Holder's warrants, setting forth in reasonable detail the method of calculation and the facts upon which such calculations is based.
f. In the event of any question arising with respect to the adjustments provided for In this Section 2, such question shall be conclusively determined by an opinion of independent certified public accountants appointed by the Company (who may be the auditors of the Company) and acceptable to the Holder of this Warrant. Such accountants shall have access to all necessary records of the Company, and such determination shall be binding upon the Company and the Holder.
g. The Company may in its sole discretion and without any obligation to do so reduce the Purchase Price then in effect by giving 15 days' written notice to the Holders. The Company may limit such reduction as to its temporal duration or may impose other conditions thereto in its sole discretion.
Appears in 1 contract