Common use of Adjustment of Warrant Price and Number of Warrant Shares Clause in Contracts

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall after the date hereof (i) pay a dividend or make a distribution on its Stock in shares of its Stock, (ii) engage in a stock split or reverse stock split or combination of its outstanding Stock, or (iii) issue any shares by reclassification of its Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration, the Warrant Price for the Shares in effect at the time of such event shall be proportionally adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Stock which, if this Warrant had been exercised immediately prior to such transaction date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock split, combination or reclassification. (b) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(a) hereof, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a), the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for consideration. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Raining Data Corp), Warrant Agreement (Raining Data Corp)

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Adjustment of Warrant Price and Number of Warrant Shares. The In the event of any change in the issued and outstanding capital stock of the Company by reason of any stock dividend, split-up, recapitalization, exchange of shares, extraordinary or liquidating dividend, merger or other business combination or change in the capital structure of the Company, the number of Shares subject to this Warrant Price per share and the number and kind of securities purchasable upon the Warrant exercise of this Warrant price shall be subject to adjustment from time to time upon appropriately and equitably adjusted so tat the occurrence of certain events, as hereinafter provided. (a) In case the Company Holder shall after the date hereof (i) pay a dividend or make a distribution on its Stock in shares of its Stock, (ii) engage in a stock split or reverse stock split or combination of its outstanding Stock, or (iii) issue any shares by reclassification of its Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration, the Warrant Price for the Shares in effect at the time of such event shall be proportionally adjusted as herein provided so that the Holderreceive, upon exercise of this Warrant after such dateWarrant, shall be entitled to receive the aggregate number and kind class of shares Shares or other securities or property that the Holder would have received in respect of Stock which, the Shares purchasable upon exercise of the Warrant if this the Warrant had been exercised immediately prior to such transaction event. An adjustment made pursuant to this section shall become effective immediately after the effective date of such event retroactive to the record date, it would have owned upon if any, of such exercise and been entitled to receive upon event. If there shall be any adjustment as provided above in this section or if securities or property other than shares of common stock of the Company shall become purchasable in lieu of shares of such dividend, distribution, common stock split or reverse stock split, combination or reclassification. (b) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(a) hereof, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein providedWarrant, the Company shall promptly cause a written notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant thereof to be mailed sent by registered mail, postage prepaid, to the Holder. The certificate setting forth Holder at the computation shall be signed by address of such Holder shown on the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a), the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock books of the Company, other than Stock, thereafter which notice shall set forth in reasonable detail the basis for the Holder becoming entitled to purchase such shares and the number of shares which may be purchased and the exercise price thereof, or the facts requiring any such other adjustment and the price and number of shares purchasable after such adjustment, or the kind and amount of any such securities or property so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time purchasable upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for consideration. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the

Appears in 1 contract

Samples: Warrant Agreement (Life Systems Corp)

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall after the date hereof hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) engage in a stock split or reverse stock split or combination of subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iiiiv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration), the Warrant Price for the Shares in effect at the time of the record date for such event dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionally proportionately adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such transaction record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock splitsubdivision, combination or reclassification. (b) Whenever In case the Warrant Price payable upon exercise Company shall hereafter distribute to all holders of this Warrant is adjusted pursuant its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to Section 4(ain paragraph (a) hereofabove), the number or any rights, warrants or options to subscribe for or purchase shares of Warrant Shares purchasable upon exercise Common Stock (or securities convertible into, exercisable for or exchangeable for shares of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately before the event that caused the adjustment by Common Stock ), then in each such case the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price thereafter shall be required unless such adjustment would require an increase or decrease of at least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a), the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for consideration. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction (i) fraction, the numerator of which shall be (A) the total number of outstanding shares of Common Stock deemed outstanding multiplied by the Fair Market Value Price (as defined in below), less the then fair market value (as determined in good faith by the Company's board of directors) immediately prior to such issue or sale, plus (B) the number of said shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number stock, assets or evidences of additional shares indebtedness so distributed or of Common Stock so issued would purchase at such Warrant Price rights or warrants, and (ii) the denominator of which shall be the total number of outstanding shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus multiplied by the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding theFair

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Angeion Corp/Mn)

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall after the date hereof (i) pay a dividend or make a distribution on its Stock in shares of its Stock, (ii) engage in a stock split or reverse stock split or combination of its outstanding Stock, or (iii) issue any shares by reclassification of its Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration, the Warrant Price for the Shares in effect at the time of such event shall be proportionally adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Stock which, if this Warrant had been exercised immediately prior to such transaction date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock split, combination or reclassification. (b) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(a) hereof, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a), the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for consideration. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding thethe given date. For these purposes no adjustment shall be made for (i) any transaction otherwise governed by this Section 4 or by Section 5 hereunder; (ii) any dividend or distribution or other transaction by the Company in any class of its preferred stock; (iii) any issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants by any employee or independent contractor or other service provider, licensor, vendor or lender of the Company; or (iv) the Merger as defined in the Purchase Agreement. For the purpose of making any adjustment required under this Section 4(f), the consideration received by the Company for any issue or sale of Common Stock shall (A) to the extent it consists of cash, be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale but without deduction of any expenses payable by the Company, and (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors.

Appears in 1 contract

Samples: Warrant Agreement (Raining Data Corp)

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall after the date hereof hereafter (i) pay a dividend or make a distribution on its Stock in shares of its Stock, (ii) engage in a stock split or reverse stock split or combination of subdivide its outstanding Stock, (iii) combine its outstanding Stock into a smaller number of shares, or (iiiiv) issue any shares by reclassification of its Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration), the Warrant Price for the Shares in effect at the time of the record date for such event dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionally proportionately adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Stock which, if this Warrant had been exercised immediately prior to such transaction record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock splitsubdivision, combination or reclassification. (b) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(aparagraph (a) hereofabove, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 0.75% five cents ($0.05) in such price; provided however provided, that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunderadjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a)paragraph (a) above, the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for paragraph (ia) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for considerationabove. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the

Appears in 1 contract

Samples: Stock Purchase Warrant (Udate Com Inc)

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share and the number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided.follows: (a) Reclassification or Merger. In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company shall after the date hereof with or into another corporation (i) pay other than a dividend or make a distribution on its Stock in shares of its Stock, (ii) engage in a stock split or reverse stock split or combination of its outstanding Stock, or (iii) issue any shares by reclassification of its Stock (including any such reclassification in connection merger with a consolidation or merger another corporation in which the Company is the continuing corporation) without receipt surviving corporation and which does not result in any reclassification or change of consideration, the Warrant Price for the Shares in effect at the time of such event shall be proportionally adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Stock which, if this Warrant had been exercised immediately prior to such transaction date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock split, combination or reclassification. (b) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(a) hereof, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares outstanding securities issuable upon exercise of this Warrant immediately before Warrant), the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant PriceCompany, as adjusted. (c) No adjustment in the Warrant Price shall be required unless or such adjustment would require an increase or decrease of at least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a sharesurviving corporation, as the case may be. , shall duly execute and deliver to the holder of this Warrant a new Warrant (d) Whenever which, if not in substantially the Warrant Price form of this Warrant, shall be in form and number substance reasonably satisfactory to the holder of Warrant Shares is adjusted hereunderthis Warrant), as herein provided, or the Company shall promptly cause make appropriate provision without the issuance of a notice setting forth new Warrant, so that the adjusted holder of this Warrant Price shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the then unexercised portion of this Warrant, and adjusted number in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a)Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for consideration. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) purchasable under this Warrant immediately prior to preceding the consummation of such issue reclassification or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company merger. Such new Warrant shall provide for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which adjustments that shall be as nearly equivalent as may be practicable to the number adjustments provided for in this Section 4. The provisions of shares of Common Stock deemed outstanding this subparagraph (as defined belowa) immediately prior shall similarly apply to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentencesuccessive reclassifications, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding changes and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding themergers.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Inhibitex Inc)

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) a. In case the Company shall after the date hereof hereafter (i) pay a dividend or make a distribution on its Stock in shares of its StockStock or any other distribution of property other than cash, (ii) engage in a stock split or reverse stock split or combination of subdivide its outstanding Stock, (iii) combine its outstanding Stock into a smaller number of shares, or (iiiiv) issue any shares by reclassification of its Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration), the Warrant Price for the Shares in effect at the time of the record date for such event dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionally proportionately adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Stock which, if this Warrant had been exercised immediately prior to such transaction record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock splitsubdivision, combination or reclassification. (b) b. Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(aparagraph (a) hereofabove, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 0.75% in such price; provided however that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all c. All calculations under this Section 4 shall be made to the nearest tenth of a cent or to the nearest one-thousandth of a share, as the case may be. (d) d. Whenever the Warrant Price and number of Warrant Shares is adjusted hereunderadjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) e. In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a)paragraph (a) above, the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for paragraph (ia) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for considerationabove. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the

Appears in 1 contract

Samples: Warrant Agreement (Phantom Entertainment, Inc.)

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Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall after the date hereof hereafter (i) pay a dividend or make a distribution on its Stock in shares of its StockStock or any other distribution of property other than cash, (ii) engage in a stock split or reverse stock split or combination of subdivide its outstanding Stock, (iii) combine its outstanding Stock into a smaller number of shares, or (iiiiv) issue any shares by reclassification of its Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration), the Warrant Price for the Shares in effect at the time of the record date for such event dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionally proportionately adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Stock which, if this Warrant had been exercised immediately prior to such transaction record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock splitsubdivision, combination or reclassification. (b) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(aparagraph (a) hereofabove, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 0.75% five cents ($0.05) in such price; provided however provided, that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunderadjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a)paragraph (a) above, the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for paragraph (ia) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for considerationabove. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the

Appears in 1 contract

Samples: Stock Purchase Warrant (Two Way Tv Us Inc)

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall after the date hereof hereafter (i) pay a dividend or make a distribution on its Stock in shares of its StockStock or any other distribution of property other than cash, (ii) engage in a stock split or reverse stock split or combination of subdivide its outstanding Stock, (iii) combine its outstanding Stock into a smaller number of shares, or (iiiiv) issue any shares by reclassification of its Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration), the Warrant Price for the Shares in effect at the time of the record date for such event dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionally proportionately adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Stock which, if this Warrant had been exercised immediately prior to such transaction record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock splitsubdivision, combination or reclassification. (b) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(aparagraph (a) hereofabove, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase or decrease of at least 0.75% five cents ($0.05) in such price; provided however provided, that any such adjustments not required to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunderadjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number of shares issuable upon exercise of this Warrant to be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer of the Company. (e) In the event that at any time, as a result of any adjustment made pursuant to the foregoing Section 4(a)paragraph (a) above, the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for paragraph (ia) any dividend or distribution or other transaction by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock of the Company at any time upon the exercise of any stock options, rights or warrants or upon the conversion of any convertible securities or debt (whether existence on or after the date of this Warrant) or other issuance of capital stock of the Company in a private or public offering for considerationabove. (f) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Warrant Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below) by the Company for the total number of additional shares of Common Stock so issued would purchase at such Warrant Price and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the

Appears in 1 contract

Samples: Warrant Agreement (VistaGen Therapeutics, Inc.)

Adjustment of Warrant Price and Number of Warrant Shares. The Warrant Price per share in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as hereinafter provided. (a) In case the Company shall after the date hereof hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) engage in a stock split or reverse stock split or combination of subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iiiiv) issue any shares by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) without receipt of consideration), the Warrant Price for the Shares in effect at the time of the record date for such event dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionally proportionately adjusted as herein provided so that the Holder, upon exercise of this Warrant after such date, shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Warrant had been exercised immediately prior to such transaction record date, it would have owned upon such exercise and been entitled to receive upon such dividend, distribution, stock split or reverse stock splitsubdivision, combination or reclassification. (b) In case the Company shall hereafter distribute to all holders of its Common Stock shares of stock other than Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of retained earnings and dividends or distributions referred to in paragraph (a) above), or any rights, warrants or options to subscribe for or purchase shares of Common Stock (or securities convertible into, exercisable for or exchangeable for shares of Common Stock ) (excluding those referred to in paragraph (c) below), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price (as defined in below), less the then fair market value (as determined in good faith by the Company's board of directors) of said shares of stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Fair Market Value Price. Such adjustments shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (c) In case the Company shall hereafter issue shares of its Common Stock or securities (including options, warrants or rights) convertible into, exchangeable for or exercisable for shares of Common Stock, such shares of Common Stock or securities convertible into, exchangeable for or exercisable for shares of Common Stock being herein called "Company Securities") at a price per share that is less than the Reference Price (as defined below) at any time during the Anti-Dilution Period (as defined below), the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at such Reference Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (d) In case the Company shall hereafter issue any Company Securities (excluding securities issued in transactions described in paragraph (c) above) at an effective price per share less than the Fair Market Value Price, the Warrant Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, (x) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional Company Securities pursuant to such offering plus the number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Fair Market Value Price, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares pursuant to such offering. Such adjustment shall be made successively whenever such an issuance is made. (e) Whenever the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to Section 4(aparagraphs (a), (b), (c) hereofand (d) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise of this Warrant immediately before the event that caused the adjustment by the Warrant Price in effect as of the date of this Warrant and dividing the product so obtained by the Warrant Price, as adjusted. (f) Anything herein to the contrary notwithstanding: (A) The Company shall not be required to make any adjustment contemplated under paragraph (c) No adjustment in the Warrant Price shall be required unless such adjustment would require an increase case of: (A) the issuance of shares of Common Stock upon the sale or decrease exercise in whole or part of at least 0.75% in such price; provided however that any such adjustments not required the warrants to be made in this Subsection shall be carried forward and taken into account in any subsequent adjustment. For these purposes all calculations under this Section 4 shall be made purchase shares of Common Stock issued pursuant to the nearest cent or to Purchase Agreement; (B) the nearest one-thousandth of a share, as the case may be. (d) Whenever the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Warrant Price and adjusted number issuance of shares issuable upon exercise of this Warrant to Common Stock or any other securities which may now or hereafter be mailed to the Holder. The certificate setting forth the computation shall be signed by the Chief Financial Officer granted or exercised under any of the Company. 's compensatory benefit plans (e) In regardless of whether such shares of Common Stock or other securities are issued to employees, directors, consultants or others of the event that at any time, as a result of any adjustment made Company or the joint venture established pursuant to the foregoing Section 4(aLimited Liability Company Operating Agreement of ELA * Angeion Medical Systems LLC (the "U.S. Joint Venture Agreement"), ) (the holder of this Warrant thereafter shall become entitled to receive any shares of the capital stock of the Company, other than Stock, thereafter the number of "Plans") and such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms employee benefit arrangements, contracts or plans as nearly equivalent as practicable to the provisions with respect to the Stock contained in Section 4(a). Subject to the foregoing exception, no adjustment shall be made hereunder for (i) any dividend or distribution or other transaction are recommended by the Company in any class of its preferred stock; or (ii) any changes occurring on account of the issuance of capital stock management of the Company at any time and approved by its board of directors (adjusted appropriately for stock splits, stock combinations or stock dividends); (C) the issuance or sale of shares of Common Stock or convertible securities upon the exercise of any stock options, rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or convertible securities outstanding on the date of the Purchase Agreement, except as set forth in Schedule 2.4(f)(i)(A)(C) of the Purchase Agreement; (D) the issuance or sale of shares of Common Stock upon the conversion or exchange of any convertible securities or debt (whether existence on or after the date exercise of this Warrant) any options, warrants or other issuance of capital stock of purchase rights, if a prior antidilution adjustment was made or required to be made hereunder upon the Company in a private issuance, sale (or public offering for consideration. (fgrant with respect to options) In the event that during the Term hereof the Company shall issue additional shares of its Common Stock for a consideration per share ("Issue Price") less than the then applicable Warrant Price as adjusted hereunder, then and in each such case the then existing Warrant Price shall be reduced, as of the opening of business on the date of such issue convertible securities, options, warrants or sale, to a price determined by multiplying the Warrant Price by a fraction other purchase rights; (iE) the numerator of which shall be (A) the number issuance of shares of Common Stock deemed outstanding in connection with a bona fide merger, acquisition (including without limitation, acquisition of a third party's assets, products, technology or other rights) or other similar transaction involving the Company or a subsidiary of the Company if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such Common Stock from a nationally or regionally recognized investment banking firm indicating the financial terms of such merger, acquisition or other similar transaction are fair to the Company when taken as defined belowa whole; or (F) immediately prior the issuance of any Company Securities in any transaction which is part of the formation of a strategic relationship or joint venture between the Company and a third party if the board of directors of the Company has obtained a fairness opinion with respect to the issuance of such issue Company Securities from a nationally or saleregionally recognized investment banking firm indicating that the financial terms of such strategic relationship, plus joint venture or other similar relationship or venture are fair to the Company when taken as a whole. (B) The Company shall not be required to make any adjustment contemplated under paragraph (d) in the number case of: (A) the issuance of shares of Common Stock which upon the aggregate consideration received (as defined below) by sale or exercise in whole or part of the Company for the total number of additional warrants to purchase shares of Common Stock so issued would purchase at such Warrant Price and pursuant to the Purchase Agreement; (iiB) the denominator of which shall be the number issuance of shares of Common Stock deemed outstanding or any other securities which may now or hereafter be granted or exercised under any of the Plans and such other employee benefit arrangements, contracts or plans as are recommended by the management of the Company and approved by its board of directors (as defined belowadjusted appropriately for stock splits, stock combinations or stock dividends); (C) immediately prior to such issue the issuance or sale plus the total number of additional shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed or convertible securities upon the exercise of any rights or warrants to be outstanding as of a given date shall be subscribe for or purchase, or any options for the sum of (A) the number of shares of purchase of, Common Stock actually outstanding and (B) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding date of the

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Angeion Corp/Mn)

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