Common use of Adjustment of Subscription Rights Clause in Contracts

Adjustment of Subscription Rights. 4.1 Upon the occurrence of a sub-division or consolidation of the shares of the Company (each an “Adjustment Event”) after the date on which any Warrants are granted, the number of Ordinary Shares which are the subject of the Warrants and the Subscription Price payable on the exercise of Warrants shall be adjusted either in such manner as the Company and the Warrantholders agree in writing is appropriate or, failing agreement, in such manner as the Auditors shall certify is appropriate. 4.2 For the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall be “appropriate” if, as a consequence of the adjustment, Warrantholders enjoy the same economic effect on the exercise of their Warrants as if the relevant Adjustment Event had not occurred or arisen. The Company and the Warrantholders shall endeavour to agree any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event, failing which the adjustment shall be certified by the Auditors and the Company shall give notice of the adjustment (as certified by the Auditors) to the Warrantholders within 30 Business Days of the relevant Adjustment Event together with a new Certificate in respect of any additional Warrants to which Warrantholders are entitled in consequence of such adjustment. Any such additional Warrants shall confer the same rights and restrictions as are attached to the Warrants which are in issue at the date of the Adjustment Event (subject to any adjustment to the Price which is made pursuant to this clause 4). 4.3 No exercise of Warrants shall result in the issue of a fraction of an Ordinary Share. Any fractional entitlements to Ordinary Shares arising as a result of an adjustment in accordance with this clause 4 shall be rounded down to the nearest whole Ordinary Share.

Appears in 6 contracts

Samples: Warrant Instrument (Diginex LTD), Warrant Instrument (Diginex LTD), Warrant Instrument (Diginex LTD)

AutoNDA by SimpleDocs

Adjustment of Subscription Rights. 4.1 Upon 2.1 After any allotment of fully paid Ordinary Shares by way of capitalisation of profits or reserves or a bonus issue to holders of the occurrence of Ordinary Shares on the register on a date prior to the Final Exercise Date or upon any sub-division or consolidation of the shares Ordinary Shares or other technical reconstruction of the Company’s share capital in circumstances that do not involve additional value being provided to the Company, on a date prior to the Final Exercise Date, the Subscription Price will be adjusted in such manner if at all as the auditors for the time being of the Company acting as experts and not as arbitrators shall certify as being appropriate. The Company shall send notice of any adjustment to the Subscription Rights to the Warrantholder within seven Business Days after such adjustment having been certified by the auditors of the Company as aforesaid. A Certificate reflecting the adjusted entitlement of each Warrantholder will be issued free of charge by the Company to each Warrantholder within seven Business Days of the surrender by it of its existing Certificate. 2.2 If and whenever prior to the Final Exercise Date the Company shall offer or procure the offer to holders of Ordinary Shares (in their capacity as such holders as a class) of new Ordinary Shares for subscription or purchase by way of rights, or shall offer or grant to holders of Ordinary Shares (in their capacity as such holders as a class but not in their capacity as directors or employees of the Company), options, rights (including, without limitation, conversion rights attaching to convertible securities) or warrants to subscribe for or purchase new Ordinary Shares in each case at a price that is less than the market price of the existing Ordinary Shares immediately prior to the announcement of such offer or grant then, unless an “Adjustment Event”equivalent offer (made on the basis of the Warrantholder being the registered holder of all of the Ordinary Shares subject to the Warrants) after is made to each Warrantholder or such offer or grant having been announced does not proceed or is withdrawn or fails to become unconditional, the Subscription Price shall be adjusted by multiplying the Subscription Price in force immediately before the date on of the announcement of such offer or grant by a fraction of which any Warrants are granted, the numerator is the number of Ordinary Shares in issue immediately before the date of such announcement plus the number of Ordinary Shares which are is the subject aggregate of the Warrants amount (if any) payable for the rights, options or warrants and of the amount payable for the total number of Ordinary Shares comprised therein would purchase at such market price and the Subscription Price payable on denominator is the exercise number of Warrants shall be adjusted either in such manner as the Company and the Warrantholders agree in writing is appropriate or, failing agreement, in such manner as the Auditors shall certify is appropriate. 4.2 For the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall be “appropriate” if, as a consequence of the adjustment, Warrantholders enjoy the same economic effect on the exercise of their Warrants as if the relevant Adjustment Event had not occurred or arisen. The Company and the Warrantholders shall endeavour to agree any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event, failing which the adjustment shall be certified by the Auditors and the Company shall give notice of the adjustment (as certified by the Auditors) to the Warrantholders within 30 Business Days of the relevant Adjustment Event together with a new Certificate in respect of any additional Warrants to which Warrantholders are entitled in consequence of such adjustment. Any such additional Warrants shall confer the same rights and restrictions as are attached to the Warrants which are Ordinary Shares in issue at immediately before the date of such announcement plus the Adjustment Event (subject to any adjustment to the Price which is made pursuant to this clause 4). 4.3 No exercise aggregate number of Warrants shall result Ordinary Shares offered for subscription or purchase or comprised in the options, rights or warrants. Such adjustment shall become effective immediately on the date of issue or purchase of a fraction of an Ordinary Share. Any fractional entitlements to the Ordinary Shares arising by way of rights or the grant of such options or warrants (as a result the case may be). For the purpose of an adjustment in accordance with this clause 4 shall be rounded down to the nearest whole Ordinary Share.Condition 2.2:-

Appears in 1 contract

Samples: Convertible Loan Note Instrument

AutoNDA by SimpleDocs

Adjustment of Subscription Rights. 4.1 Upon 3.1 After any allotment of fully paid Shares by way of capitalisation of the occurrence Company’s reserves (other than Shares paid up out of distributable reserves and issued in lieu of a cash dividend) to holders of the Shares on the register on a date (or by reference to a record date) before the end of the Warrant Period or upon any sub-division or consolidation of the shares Shares or reduction of share capital before the end of the Company (each an “Adjustment Event”) after the date on which any Warrants are grantedWarrant Period, the number and/or nominal value of Ordinary Shares which are the subject to be subscribed on any subsequent exercise of the Warrants Warrant will be increased or, as the case may be, reduced in due proportion so as to maintain the same relative subscription rights for the Warrant and the Subscription Price payable will be adjusted accordingly, with effect from the record date for such capitalisation, sub-division or consolidation. On any such capitalisation, sub-division, consolidation or reduction of capital the Auditors shall be requested by the Directors to certify the appropriate adjustments and, within 28 days thereafter, notice thereof will be sent to the Warrant Holder. 3.2 If, on a date (or by reference to a record date) before the end of the Warrant Period, the Company makes any offer or invitation (whether by rights or other issue but not being an offer by the Company to purchase its own shares) to the holders of the Shares, or any offer or invitation (not being an offer to which Clause 4.2 below applies) is made to all such holders otherwise than by the Company, then (unless the same offer or invitation is made to the Warrant Holder at the same time as if the Warrant had been exercised on the exercise day immediately preceding the date, or, as the case may be, the record date of Warrants such offer or invitation) the Subscription Price shall be adjusted either in such manner as the Company and the Warrantholders agree in writing is appropriate or, failing agreement, in such manner as the Auditors shall certify is appropriate. 4.2 For the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall be “appropriate” if, appropriate so as a consequence of the adjustment, Warrantholders enjoy to maintain the same economic effect on relative subscription rights for the exercise of their Warrants Warrant. Any such adjustment shall become effective as if at the relevant Adjustment Event had not occurred record date for the offer or ariseninvitation. The Company and the Warrantholders shall endeavour to agree any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event, failing which the adjustment shall be certified by the Auditors and the Company shall give notice of the adjustment (as certified by the Auditors) to the Warrantholders Warrant Holder within 30 Business Days of the relevant Adjustment Event together with a new Certificate in respect 28 days of any additional Warrants to which Warrantholders are entitled in consequence of such adjustment. Any such additional Warrants shall confer the same rights and restrictions as are attached to the Warrants which are in issue at the date of the Adjustment Event (subject to any adjustment to the Price which is made pursuant to this clause 4)Clause 3.2. 4.3 No exercise 3.3 The determination of Warrants shall result the Auditors pursuant to Clauses 3.1 and 3.2 shall, save in the issue case of a fraction of an Ordinary Share. Any fractional entitlements to Ordinary Shares arising as a result of an adjustment in accordance with this clause 4 shall manifest error, be rounded down to binding on the nearest whole Ordinary ShareWarrant Holder.

Appears in 1 contract

Samples: Warrant Agreement (xG TECHNOLOGY, INC.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!