Adjustment of Warrant Price. (a) If, at any time during the Exercise Period, the number of outstanding shares of Common Stock is (i) increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date. (b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided below) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to such issuance or deemed issuance, then such Warrant Price shall be lowered, effective as of the date of such issuance, to a price equal to the quotient obtained by dividing (i) an amount equal to the sum of (A) the product of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and (y) the then existing Warrant Price, and (B) the total consideration received or deemed received by the Corporation upon such issuance or deemed issuance, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or deemed issuance. For the purposes of any adjustment of the Warrant Price pursuant to this paragraph, the following provisions shall be applicable: (i) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance. (ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share. (iii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Corporation, irrespective of any accounting treatment. (iv) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities: (A) The shares of Common Stock deliverable upon exercise of such options to purchase, or rights to subscribe for, Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (i) through (iii) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby. (B) The shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase, or rights to subscribe for, such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses (i) through (iii) above). (C) Upon any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights of conversion of, or exchange for, such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, the Warrant Price shall be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change been made upon the basis of such change. (D) No further adjustments of the Warrant Price shall be made upon the actual issuance of such Common Stock or of such convertible or exchangeable securities, upon exercise of such options or rights, or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible or exchangeable securities. (v) No adjustment shall be made to the Warrant Price for any issuance of Common Stock to employees, officers, directors or consultants pursuant to the Corporation's Board approved stock option plans. (c) All calculations under this Section 4 shall be made to the nearest one hundredths (1/100) of a cent. (d) Whenever the Warrant Price shall be adjusted as provided above, the Corporation shall deliver to the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment.
Appears in 3 contracts
Samples: Cdma PCS Subscriber Unit Supply Agreement (Neopoint Inc), Stock Subscription Warrant (Neopoint Inc), Stock Subscription Warrant (Neopoint Inc)
Adjustment of Warrant Price. (a) IfExcept as otherwise hereinafter provided in Section 4.6, in the event that the Company shall, at any time during prior to the Exercise Periodfirst anniversary of the date hereof , the number of outstanding sell any shares of Common Stock is (i) increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided below) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price, or issue any options, rights or warrants to purchase Common Stock or issue any securities convertible into or exchangeable for Common Stock at an exercise or conversion price below the Warrant Price (such lower per share Common Stock sale price and/or derivative security exercise or conversion price below the Warrant Price being referred to as the "Lowered Warrant Price"), then the Warrant Price for the exercise of all Warrant Shares hereunder shall immediately be changed to the Lowered Warrant Price.
(b) Except as otherwise hereinafter provided in Section 4.6, in the event that the Company shall, at anytime after the first anniversary of the date hereof, issue or sell any shares of Common Stock or issue any options, rights or warrants to purchase Common Stock or issue any securities convertible into or exchangeable for Common Stock at the Lowered Warrant Price, then the Warrant Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Warrant Price in effect immediately prior to such issuance or deemed issuancesale, then such Warrant Price shall be lowered, effective as of the date of such issuance, to a price equal to the quotient obtained multiplied by dividing (i) an amount equal to the sum of (Ab) the product of (x) the total number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and sale, plus (yY) the then existing Warrant Price, and (B) aggregate of the total amount of all consideration received or deemed received by the Corporation Company upon such issuance or deemed issuancesale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or deemed issuance. For sale; provided, however, that in no event shall the purposes of any adjustment Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price pursuant to this paragraph, the following provisions shall be applicable:
(i) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Corporation, irrespective of any accounting treatment.
(iv) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities:
(A) The shares of Common Stock deliverable upon exercise of such options to purchase, or rights to subscribe for, Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (i) through (iii) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
(B) The shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase, or rights to subscribe for, such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses (i) through (iii) above).
(C) Upon any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights of conversion of, or exchange for, such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, the Warrant Price shall be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted effect immediately prior to such change been made upon the basis of such changecomputation.
(D) No further adjustments of the Warrant Price shall be made upon the actual issuance of such Common Stock or of such convertible or exchangeable securities, upon exercise of such options or rights, or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible or exchangeable securities.
(v) No adjustment shall be made to the Warrant Price for any issuance of Common Stock to employees, officers, directors or consultants pursuant to the Corporation's Board approved stock option plans.
(c) All calculations under this Section 4 shall be made to the nearest one hundredths (1/100) of a cent.
(d) Whenever the Warrant Price shall be adjusted as provided above, the Corporation shall deliver to the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment.
Appears in 2 contracts
Samples: Warrant Agreement (Datalogic International Inc), Warrant Agreement (Datalogic International Inc)
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(ai) If, If Company shall at any time or from time to time during the Exercise Period, the number Term of outstanding this Warrant issue shares of Common Stock is (i) increased by a stock dividend payable in shares of Common other than Excluded Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided belowhereinafter defined) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or deemed issuance, then such Warrant Price shall forthwith (except as provided in this clause (i)) be lowered, effective as of the date of such issuance, adjusted to a price equal to the quotient obtained by dividing dividing: (iA) an amount equal to the sum of (A) the product of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and (y) the then existing Warrant Price, and (B) the total consideration received or deemed received by the Corporation upon such issuance or deemed issuance, by (ii) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately after the issuance of such issuance or deemed issuanceCommon Stock. For the purposes of any adjustment of the Warrant Price pursuant to this paragraphclause (i), the following provisions shall be applicable:
(i) 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation Company for any underwriting or otherwise in connection with such issuancethe issuance and sale thereof.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the CorporationCompany, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed an aggregate amount equal to the product of (i) the aggregate Current Market Price per share of Common Stock as determined as provided in clause (vii) below, multiplied by (ii) the number of shares of Common Stock being issued in such issuance.
(iv) 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities or obligations by their terms convertible into or exchangeable for Common Stock, Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities:
securities or obligations: (A) The the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase, purchase or rights to subscribe for, for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subdivisions (i1) through and (iii2) aboveabove with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Corporation Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
; (B) The the aggregate maximum number of shares of Common Stock deliverable upon conversion of, of or in exchange for, for any such convertible or exchangeable securities or obligations or upon the exercise of options to purchase, purchase or rights to subscribe for, for such convertible or exchangeable securities or obligations and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities or obligations were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation Company for any such securities or obligations and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) ), plus the additional consideration, if any, to be received by the Corporation Company upon the conversion or exchange of such securities or obligations or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses subdivisions (i1) through and (iii2) aboveabove with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise).
; (CD) Upon on any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of conversion of, or exchange for, for such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities)obligations, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities or obligations not converted prior to such change been or options or rights related to such securities or obligations not converted prior to such change being made upon the basis of such change.
; and (D) No further adjustments on the expiration of the Warrant Price shall be made upon the actual issuance of such Common Stock or of such convertible or exchangeable securities, upon exercise of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities or obligations, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the actual issuance of such options, rights, securities or options or rights related to such securities or obligations being made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange of such convertible securities or exchangeable securities.
obligations or upon the exercise of the options or rights related to such securities or obligations. "Excluded Stock" shall mean shares of Common Stock issued by Company (v1) No under any circumstance for which an adjustment shall be made to is provided in clauses (iii) or (iv) of this Section 6 or in Section 8, and (2) in connection with the Warrant Price for any issuance of Common Stock (including any share of Common Stock deemed to employeeshave been issued pursuant to subdivision (3) of clause (i) above) (appropriately adjusted for stock splits and combinations) to directors, officers, directors or employees of, or consultants to, Company under any stock option or other similar incentive plan approved by the Board of Directors of Company as in effect on the date of this Warrant. (ii) "Excluded Stock" shall mean shares of Common Stock issued by Company (1) under any circumstance for which an adjustment is provided in clauses (iii) or (iv) of this Section 6 or in Section 8, and (2) in connection with the issuance of Common Stock (including any share of Common Stock deemed to have been issued pursuant to the Corporation's Board approved subdivision (3) of clause (i) above) (appropriately adjusted for stock splits and combinations) to directors, officers, or employees of, or consultants to, Company under any stock option plans.
(c) All calculations under this Section 4 shall be made to or other similar incentive plan approved by the nearest one hundredths (1/100) Board of a cent.
(d) Whenever the Warrant Price shall be adjusted Directors of Company as provided above, the Corporation shall deliver to the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustmenton the date of this Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (CTC Communications Group Inc), Warrant Agreement (CTC Communications Group Inc)
Adjustment of Warrant Price. (a) If, at any time during Upon Issuance of Additional ------------------------------------------------------- Shares of Common Stock. ---------------------- In the Exercise Period, event the number of outstanding shares Company shall issue Additional Shares of Common Stock is (i) increased by a stock dividend payable in shares including Additional Shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled deemed to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted issued pursuant to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (iiSection 6(a)(iii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided below) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price in effect on the date of and immediately prior to such issuance or deemed issuanceissue, then and in such event, such Warrant Price shall be loweredreduced, effective as concurrently with such issue in order to increase the number of the date shares of such issuanceCommon Stock into which this Warrant is exercisable, to a price equal (calculated to the quotient obtained nearest cent) determined by dividing multiplying such Warrant Price by a fraction (ix) an amount equal to the sum numerator of which shall be (A) the product of (x) the number of shares of Common Stock outstanding immediately prior to such issuance issue (including shares of Common Stock issuable upon conversion of any outstanding Preferred Stock or deemed issuance Convertible Securities), plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Warrant Price, and (y) the then existing Warrant Price, and denominator of which shall be (BA) the total consideration received or deemed received by the Corporation upon such issuance or deemed issuance, by (ii) the total number of shares of Common Stock outstanding immediately after prior to such issuance or deemed issuance. For the purposes of any adjustment of the Warrant Price pursuant to this paragraph, the following provisions shall be applicable:
issue (i) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Corporation, irrespective of any accounting treatment.
(iv) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities:
(A) The including shares of Common Stock deliverable issuable upon exercise conversion of such options to purchase, any outstanding Preferred Stock or rights to subscribe for, Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (i) through (iii) aboveConvertible Securities), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
(B) The shares the number of such Additional Shares of Common Stock deliverable upon conversion ofso issued, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase, or rights to subscribe for, such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses (i) through (iii) above).
(C) Upon any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights of conversion of, or exchange for, such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, that the Warrant Price shall not be readjusted to so reduced at such Warrant Price as would have obtained had time if the adjustment made upon the issuance amount of such optionsreduction would be an amount less than $0.05, rights or securities not converted prior to but any such change been made upon the basis of such change.
(D) No further adjustments of the Warrant Price amount shall be carried forward and reduction with respect thereto made upon at the actual issuance time of and together with any subsequent reduction which, together with such Common Stock amount and any other amount or of such convertible amounts so carried forward, shall aggregate $0.05 or exchangeable securities, upon exercise of such options or rights, or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible or exchangeable securitiesmore.
(v) No adjustment shall be made to the Warrant Price for any issuance of Common Stock to employees, officers, directors or consultants pursuant to the Corporation's Board approved stock option plans.
(c) All calculations under this Section 4 shall be made to the nearest one hundredths (1/100) of a cent.
(d) Whenever the Warrant Price shall be adjusted as provided above, the Corporation shall deliver to the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment.
Appears in 1 contract
Samples: Warrant Agreement (Phytera Inc)
Adjustment of Warrant Price. (a) IfSection 2.2.1 In case the Company, at any time during or from time to time after the Exercise Period, the number of outstanding shares Closing Date shall issue or sell Additional Shares of Common Stock is (i) increased by a stock dividend payable in shares including Additional Shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have be issued (as provided belowpursuant to SectionSection 2.3 or 2.4) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Current Market Price in effect immediately prior to such issuance issue or deemed issuancesale, then then, and in each such case, such Warrant Price shall be loweredreduced, effective as of the date of concurrently with such issuanceissue or sale, to a price equal (calculated to the quotient obtained nearest cent) determined by dividing multiplying such Warrant Price by a fraction:
(i) an amount equal to the sum of (Aa) the product numerator of (x) which shall be the number of shares of Common Stock outstanding outstanding, which number shall for purposes of this Section 2.2.l(a) include the Common Stock Deemed to be Outstanding, immediately prior to such issuance issue or deemed issuance and (y) sale, plus the then existing Warrant Price, and (B) the total consideration received or deemed received by the Corporation upon such issuance or deemed issuance, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or deemed issuance. For which the purposes of any adjustment of the Warrant Price pursuant to this paragraph, the following provisions shall be applicable:
(i) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Corporation, irrespective of any accounting treatment.
(iv) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities:
(A) The shares of Common Stock deliverable upon exercise of such options to purchase, or rights to subscribe for, Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (i) through (iii) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
(B) The shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase, or rights to subscribe for, such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the aggregate consideration received by the Corporation Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange total number of such securities Additional Shares of Common Stock so issued or sold would purchase at the exercise greater of any related options or rights (the consideration in each case to be determined in the manner provided in clauses (i) through (iii) above).such Current Market Price and such Warrant Price; and
(Cb) Upon any change in the exercise price or denominator of which shall be the number of shares of Common Stock deliverable upon exercise outstanding, which number shall for purposes of this Section 2.2. l(b) include the Common Stock Deemed to be Outstanding, immediately after such issue or scale; provided, however, that for the purposes of this Section 2.2.1, treasury shares shall not be deemed to be outstanding; and provided, further, that if any such options or rights Additional Shares of conversion of, or exchange for, such convertible or exchangeable securities (including any such change resulting from Common Stock are issued pursuant to a binding agreement entered into prior to the termination date of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, the Warrant Price shall be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior shares and the per share consideration to be paid by the purchaser for each such change been made upon the basis Additional Share of Common Stock under such change.
agreement is 47 5 at least eighty-five percent (D85%) No further adjustments of the Warrant Market Price shall be made upon the actual issuance per share of such Common Stock or of on the Business Day next preceding the date such convertible or exchangeable securitiesagreement is entered into by the parties thereto, upon exercise of such options or rights, or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible or exchangeable securities.
(v) No then no adjustment shall be made to the Warrant Price for pursuant to this Section 2.2.1.
Section 2.2.2 In case the Company, at any issuance time or from time to time after the Closing Date, shall declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of other or additional stock or other securities or property or Options by way of dividend or spin-off, reclassification, recapitalization, merger or consolidation in which the Company is the continuing or resulting corporation, or similar corporate rearrangement) on the Common Stock, other than (a) a dividend payable in Additional Shares of Common Stock to employees, officers, directors or consultants for which an adjustment has been made pursuant to Section 2.2.1 hereof and (b) regular periodic cash dividends declared out of earned surplus of the Corporation's Board approved Company in an aggregate amount not greater than fifty cents ($.50) per share of Common Stock per annum (as adjusted for any stock option plans.
(c) All calculations under this Section 4 split, combination, reclassification or similar events with respect to the Common Stock), then, and in each such case, the Warrant Price in effect immediately prior to the close of business on the record date fixed for the determination of the Persons entitled to receive such dividend or distribution shall be made adjusted, effective as of the close of business on such record date, to a price (calculated to the nearest one hundredths (1/100cent) of determined by multiplying such Warrant Price by a cent.fraction:
(di) Whenever the Warrant Price numerator of which shall be adjusted the Current Market Price in effect on such record date less the amount of such dividend or distribution (as provided above, determined in good faith by the Corporation shall deliver Board of Directors of the Company) applicable to one share of Common Stock; and
(ii) the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that denominator of which shall be in effect after such adjustmentCurrent Market Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Superior National Insurance Group Inc)
Adjustment of Warrant Price. (a) If, The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If the Corporation shall at any time or from time to time during the Exercise Period, the number of outstanding issue any shares of Common Stock is (i) increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided below) any shares of Common Stock or any warrant or as provided herein), other securities exercisable for shares of Common Stock than Excluded Securities (as defined in Section 4(a) (v)) without consideration or for a consideration per share less than the Fair Market Value (determined in accordance with the formula set forth in Section 3) of a share of Common Stock in effect immediately prior to the issuance of Common Stock, the Warrant Price in effect immediately prior to such issuance or deemed issuance, then such Warrant Price shall forthwith be lowered, effective as of the date of such issuance, lowered to a price equal to the quotient obtained by dividing dividing: (ix) an amount equal to the sum of (A) the product of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and (y) the then existing Warrant Price, and (B) the total consideration received or deemed received by the Corporation upon such issuance or deemed issuance, by (ii1) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 4(a)(ii)(D)) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (2) the consideration received by the Corporation upon such issuance, by (y) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 4(a)(ii)(D)) immediately after such the issuance or deemed issuance. issuance of such Common Stock.
(ii) For the purposes of any adjustment of the Warrant Price pursuant to this paragraphSection 4(a)(i), the following provisions shall be applicable:
(iA) In the case of the issuance of Common Stock for cash, the consideration received by the Corporation from such issuance shall be deemed to be the amount of cash paid therefor without before deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuancethe issuance and sale thereof.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iiiB) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Corporation, irrespective of any accounting treatment.
(ivC) In the case of the issuance of Common Stock without consideration, the consideration shall be deemed to be $0.01 per share.
(D) In the case of the issuance of (x) options to purchase or rights to subscribe for Common Stock, (y) securities by their terms convertible into or exchangeable for Common Stock, Stock or (z) options to purchase or rights to subscribe for such convertible or exchangeable securities:
(A1) The the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase, purchase or rights to subscribe for, for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subdivisions (iA), (B) through and (iiiC) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.;
(B2) The the aggregate maximum number of shares of Common Stock deliverable upon conversion of, of or in exchange for, for any such convertible or exchangeable securities or upon the exercise of options to purchase, purchase or rights to subscribe for, for such convertible or exchangeable securities and subsequent conversions conversion or exchanges exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) ), plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses subdivisions (iA), (B) through and (iiiC) above).;
(C3) Upon on any change in the exercise price or number of shares or exercise price of Common Stock deliverable upon exercise of any such options or rights or conversions of conversion of, or exchange for, exchanges for such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, the applicable Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained resulted had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change (or options or rights related to such securities not converted prior to such change) been made upon the basis of such change; provided, however, that such readjustment shall not result in a Warrant Price that is greater than the original Warrant Price; and
(4) on the expiration of all such options or rights, the termination of all such rights to convert or exchange or the expiration of all options or rights related to such convertible or exchangeable securities in each case having been issued by the Corporation for the same consideration (as determined pursuant to subdivision (A), (B) and (C) above), the applicable Warrant Price shall forthwith be readjusted to such Warrant Price as would have resulted had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities not been made; provided, however, that such readjustment shall not result in a Warrant Price that is greater that the original Warrant Price.
(Diii) No further adjustments If, at any time during the Exercise Period, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be made upon appropriately decreased and the actual issuance number of such shares of Common Stock or of such convertible or exchangeable securities, issuable upon exercise of this Warrant shall be appropriately increased, in each case in proportion to such options or rightsincrease in outstanding shares.
(iv) If, or upon at any time during the actual issuance Exercise Period, the number of such shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall be appropriately increased and the number of shares of Common Stock issuable upon conversion or exchange exercise of this Warrant shall be appropriately decreased, in each case, in proportion to such convertible or exchangeable securitiesdecrease in outstanding shares.
(v) No adjustment For purposes of Section 4(a), the term "Excluded Securities" shall be made to the Warrant Price for any issuance mean (A) shares of Common Stock (subject to employeesequitable adjustment for stock splits, dividends, combinations and like occurrences) issued to officers, employees or directors of Corporation, pursuant to any agreement, plan or consultants arrangement approved by the Board of Directors of the Corporation, or options to purchase or rights to subscribe for such Common Stock, or securities by their terms convertible into or exchangeable for such Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities pursuant to such agreement, plan or arrangement; (B) shares of Common Stock issued as a stock dividend or upon any stock split or other subdivision or combination of shares of Common Stock; (C) securities issued pursuant to the Corporation's Board approved stock option plans.
(c) All calculations under this Section 4 shall be made to the nearest one hundredths (1/100) acquisition of a cent.
(d) Whenever the Warrant Price shall be adjusted as provided above, another corporation or other entity by the Corporation shall deliver to by merger or purchase of stock or purchase of all or substantially all of such other corporation's or other entity's assets whereby the Holder Corporation owns not less than a statement, signed majority of the voting power of such other corporation or other entity following such acquisition or purchase; or (D) securities issued in an underwritten public offering approved by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustmentBoard of Directors.
Appears in 1 contract
Adjustment of Warrant Price. (a) IfExcept as otherwise hereinafter provided in Section 4.6, in the event that the Company shall, at any time during prior to the Exercise Periodfirst anniversary of the date herreof, the number of outstanding sell any shares of Common Stock is (i) increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided below) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price, or issue any options, rights or warrants to purchase Common Stock or issue any securities convertible into or exchangeable for Common Stock at an exercise or conversion price below the Warrant Price (such lower per share Common Stock sale price and/or derivative security exercise or conversion price below the Warrant Price being referred to as the "Lowered Warrant Price"), then the Warrant Price for the exercise of all Warrant Shares hereunder shall immediately be changed to the Lowered Warrant Price.
(b) Except as otherwise hereinafter provided in Section 4.6, in the event that the Company shall, at anytime after the first anniversary of the date hereof, issue or sell any shares of Common Stock or issue any options, rights or warrants to purchase Common Stock or issue any securities convertible into or exchangeable for Common Stock at the Lowered Warrant Price, then the Warrant Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Warrant Price in effect immediately prior to such issuance or deemed issuancesale, then such Warrant Price shall be lowered, effective as of the date of such issuance, to a price equal to the quotient obtained multiplied by dividing (i) an amount equal to the sum of (Ab) the product of (x) the total number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and sale, plus (yY) the then existing Warrant Price, and (B) aggregate of the total amount of all consideration received or deemed received by the Corporation Company upon such issuance or deemed issuancesale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or deemed issuance. For sale; provided, however, that in no event shall the purposes of any adjustment Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price pursuant to this paragraph, the following provisions shall be applicable:
(i) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Corporation, irrespective of any accounting treatment.
(iv) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities:
(A) The shares of Common Stock deliverable upon exercise of such options to purchase, or rights to subscribe for, Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (i) through (iii) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
(B) The shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase, or rights to subscribe for, such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses (i) through (iii) above).
(C) Upon any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights of conversion of, or exchange for, such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, the Warrant Price shall be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted effect immediately prior to such change been made upon the basis of such changecomputation.
(D) No further adjustments of the Warrant Price shall be made upon the actual issuance of such Common Stock or of such convertible or exchangeable securities, upon exercise of such options or rights, or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible or exchangeable securities.
(v) No adjustment shall be made to the Warrant Price for any issuance of Common Stock to employees, officers, directors or consultants pursuant to the Corporation's Board approved stock option plans.
(c) All calculations under this Section 4 shall be made to the nearest one hundredths (1/100) of a cent.
(d) Whenever the Warrant Price shall be adjusted as provided above, the Corporation shall deliver to the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Datalogic International Inc)
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(ai) If, If Company shall at any time or from time to time during the Exercise Period, the number Term of outstanding this Warrant issue shares of Common Stock is (i) increased by a stock dividend payable in shares of Common other than Excluded Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided belowhereinafter defined) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or deemed issuance, then such Warrant Price shall forthwith (except as provided in this clause (i)) be lowered, effective as of the date of such issuance, adjusted to a price equal to the quotient obtained by dividing dividing: (iA) an amount equal to the sum of (A) the product of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and (y) the then existing Warrant Price, and (B) the total consideration received or deemed received by the Corporation upon such issuance or deemed issuance, by (ii) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately after the issuance of such issuance or deemed issuanceCommon Stock. For the purposes of any adjustment of the Warrant Price pursuant to this paragraphclause (i), the following provisions shall be applicable:
(i) 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation Company for any underwriting or otherwise in connection with such issuancethe issuance and sale thereof.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the CorporationCompany, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed an aggregate amount equal to the product of (i) the aggregate Current Market Price per share of Common Stock as determined as provided in clause (vii) below, multiplied by (ii) the number of shares of Common Stock being issued in such issuance.
(iv) 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities or obligations by their terms convertible into or exchangeable for Common Stock, Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities:
securities or obligations: (A) The the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase, purchase or rights to subscribe for, for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses subdivisions (i1) through and (iii2) aboveabove with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Corporation Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
; (B) The the aggregate maximum number of shares of Common Stock deliverable upon conversion of, of or in exchange for, for any such convertible or exchangeable securities or obligations or upon the exercise of options to purchase, purchase or rights to subscribe for, for such convertible or exchangeable securities or obligations and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities or obligations were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation Company for any such securities or obligations and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) ), plus the additional consideration, if any, to be received by the Corporation Company upon the conversion or exchange of such securities or obligations or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses subdivisions (i1) through and (iii2) aboveabove with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise).
; (C) Upon on any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of conversion of, or exchange for, for such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities)obligations, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities or obligations not converted prior to such change been or options or rights related to such securities or obligations not converted prior to such change being made upon the basis of such change.
; and (D) No further adjustments on the expiration of the Warrant Price shall be made upon the actual issuance of such Common Stock or of such convertible or exchangeable securities, upon exercise of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities or obligations, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the actual issuance of such options, rights, securities or options or rights related to such securities or obligations being made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange of such convertible securities or exchangeable securities.
obligations or upon the exercise of the options or rights related to such securities or obligations. "Excluded Stock" shall mean shares of Common Stock issued by Company (v1) No under any circumstance for which an adjustment shall be made to is provided in clauses (iii) or (iv) of this Section 6 or in Section 8, and (2) in connection with the Warrant Price for any issuance of Common Stock (including any share of Common Stock deemed to employeeshave been issued pursuant to subdivision (3) of clause (i) above) (appropriately adjusted for stock splits and combinations) to directors, officers, directors or employees of, or consultants to, Company under any stock option or other similar incentive plan approved by the Board of Directors of Company as in effect on the date of this Warrant. (ii) "Excluded Stock" shall mean shares of Common Stock issued by Company (1) under any circumstance for which an adjustment is provided in clauses (iii) or (iv) of this Section 6 or in Section 8, and (2) in connection with the issuance of Common Stock (including any share of Common Stock deemed to have been issued pursuant to the Corporation's Board approved subdivision (3) of clause (i) above) (appropriately adjusted for stock splits and combinations) to directors, officers, or employees of, or consultants to, Company under any stock option plans.
(c) All calculations under this Section 4 shall be made to or other similar incentive plan approved by the nearest one hundredths (1/100) Board of a cent.
(d) Whenever the Warrant Price shall be adjusted Directors of Company as provided above, the Corporation shall deliver to the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustmenton the date of this Warrant.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price specified in Section 3.01 shall be subject to adjustment from time to time as follows:
(a) IfIf the Company after the date hereof shall (i) pay a dividend or make a distribution in the form of Common Stock or other shares of capital stock of the Company to the holders of Common Stock, at any time during (ii) subdivide or split the Exercise Period, the number of outstanding shares of Common Stock is (i) increased by into a stock dividend payable in shares of Common Stock or by a subdivision or split-up larger number of shares of Common Stock, or (iiiii) decreased by combine the outstanding shares of Common Stock into a combination smaller number of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of then in any such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price in effect immediately prior thereto shall be adjusted to a new amount equal price obtained by multiplying such Warrant Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding prior to such action and the denominator shall be the number of shares of Common Stock outstanding after giving effect to such action. An adjustment made pursuant to clause (i) of this subsection (a) shall become effective retroactively immediately after the record date for such dividend or distribution, and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a) shall become effective immediately after the effective date of such subdivision or combination.
(b) If the Company after the date hereof shall issue Rights to the product holders of Common Stock or any class thereof entitling such holders (Ain the case of rights, options or warrants), for a period expiring within 45 days after the record date mentioned below, to subscribe for or purchase shares of Common Stock or any class thereof or (in the case of convertible or exchangeable securities) to convert such securities into, or exchange them for, shares of Common Stock or any class thereof, in each case, at a price per share of Common Stock (or, in the case of convertible or exchangeable securities, having an effective initial offering price per share of Common Stock, based upon (x) the initial offering price of such securities, (y) the initial conversion or exchange ratio of such securities and (z) any additional consideration initially payable upon conversion or exchange) less than the then-current market price per such share (as determined pursuant to subsection (e) below) (each, a “Below-Market Rights Issuance”) on the record date mentioned below, the Warrant Price in effect on immediately prior thereto shall be adjusted to a price obtained by multiplying such record date and Warrant Price by a fraction of which (Bi) the quotient obtained by dividing numerator shall be (xA) the number of shares of Common Stock outstanding on such record date plus (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (yB) the number of additional shares of Common Stock which would be outstanding immediately after that the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided below) shares aggregate offering price of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to such issuance or deemed issuance, then such Warrant Price shall be lowered, effective as of the date of such issuance, to a price equal to the quotient obtained by dividing (i) an amount equal to the sum of (A) the product of (x) the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and (y) the then existing Warrant Price, and (B) the total consideration received or deemed received by the Corporation upon such issuance or deemed issuance, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or deemed issuance. For the purposes of any adjustment of the Warrant Price pursuant to this paragraph(or, the following provisions shall be applicable:
(i) In in the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Corporation, irrespective of any accounting treatment.
(iv) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities:
(A) The shares of Common Stock deliverable upon exercise of such options to purchase, or rights to subscribe for, Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (i) through (iii) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
(B) The shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase, or rights to subscribe for, such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses (i) through (iii) above).
(C) Upon any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights of conversion of, or exchange for, such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, the Warrant Price shall be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change been made upon the basis of such change.
(D) No further adjustments of the Warrant Price shall be made upon the actual issuance of such Common Stock or of such convertible or exchangeable securities, upon exercise that the aggregate effective initial offering price for the shares of such options or rights, or upon the actual issuance of such Common Stock to be delivered upon conversion or exchange of such convertible or exchangeable securities.
, based upon (vx) No adjustment the initial offering price of such convertible or exchangeable securities, (y) the initial conversion or exchange ratio of such securities and (z) any additional consideration initially payable upon conversion or exchange) so to be offered would purchase at the then-current market price of the Common Stock, and (ii) the denominator shall be (A) the number of shares of Common Stock outstanding on such record date plus (B) the number of additional shares of Common Stock to be offered for subscription or purchase (or, as the case may be, into or for which the convertible or exchangeable securities so to be offered are initially convertible or exchangeable). Any such adjustments shall be made whenever such Rights are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such Rights. Upon expiration of the period during which any such Rights may be exercised, any adjustment previously made pursuant to the foregoing provisions shall be recalculated to take into consideration only those Rights actually exercised during the applicable period for exercise and notice of any such further adjustment to the Warrant Price for any issuance shall be given to Warrant holders as herein provided; provided, however, that no such readjustment shall have the effect of increasing the Warrant Price above the amount, or of decreasing the number of shares of Common Stock purchasable upon the exercise of Warrants below the number, in effect immediately prior to employeesthe adjustment to which such readjustment applies. The provisions of this Section 4.01(b) shall apply to Below-Market Rights Issuance to Persons other than the holders of Common Stock or any class thereof, officersprovided, directors or consultants however, that references in this Section 4.01(b) (1) to current market price per share of Common Stock shall be to the product of (i) such current market price as determined pursuant to subsection (e) below and (ii) 0.85, (2) to rights, options or warrants shall be to all rights, options or warrants, without regard to their expiration date, and (3) to record date shall be to the Corporation's Board approved stock option plansdate of issuance of the Rights.
(c) All calculations under If the Company after the date hereof shall issue or distribute to the holders of Common Stock or any class thereof evidences of its indebtedness or assets (excluding any cash dividend or distribution paid out of retained earnings (as such term is used in GAAP)), Rights (other than Rights for which an adjustment to the Warrant Price is made pursuant to Section 4.01(b)), or shares of capital stock of any class (other than the Common Stock) or rights to subscribe therefor (such indebtedness, assets, Rights, shares and rights to subscribe therefor, a “Distribution”), in each such case the Warrant Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Warrant Price by a fraction of which (i) the numerator shall be (A) the then-current market price per share (determined as provided in subsection (e) below) of the Common Stock of each class of Common Stock, multiplied by the number of outstanding shares of such class, less (B) the then-current fair market value (as determined by the Board of Directors by a duly adopted resolution in its reasonable and good faith judgment whose determination shall be final and binding and shall be described in a statement filed with the Warrant Agent, a copy of which statement shall be sent by the Warrant Agent to the Warrant holders upon their written request) of the aggregate amount of the Distribution, and (ii) the denominator shall be (A) the then-current market price per share (determined as provided in subsection (e) below) of the Common Stock of each class of Common Stock, multiplied by the number of outstanding shares of such class, in each case, on the record date mentioned below. The Company shall provide the Warrant Agent with any indenture or other instrument defining the rights of the holders of any Distribution referred to in this Section 4 subsection 4.01(c). Any 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. Upon expiration of the period during which any rights or securities granted pursuant to this subsection (c) may be exercised, converted or exchanged, as the case may be, any adjustment previously made pursuant to the nearest one hundredths (1/100) foregoing provisions shall be recalculated to take into consideration only those rights and securities actually exercised, converted and exchanged, as the case may be, during the applicable period for exercise, conversion and exchange, and notice of a centany such further adjustment to the Warrant Price shall be given to Warrant holders as herein provided.
(d) Whenever If the Company after the date hereof shall issue shares of Common Stock to the holders of Common Stock or any class thereof at a price per share of Common Stock less than the then-current market price per such share (as determined pursuant to subsection (e) below) (a “Below-Market Common Stock Issuance”) on the date the Company issues such additional shares, the Warrant Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Warrant Price by a fraction of which (i) the numerator shall be (A) the number of shares of Common Stock outstanding on the date of issuance of such additional shares of Common Stock plus (B) the number of additional shares of Common Stock that the aggregate consideration received for the issuance of such additional shares would purchase at the then-current market price of the Common Stock, and (ii) the denominator shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The provisions of this Section 4.01(d) shall apply to Below-Market Common Stock Issuance to Persons other than the holders of Common Stock or any class thereof, provided, however, that references in this Section 4.01(d) to current market price per share of Common Stock shall be to the product of (i) such current market price as provided abovedetermined pursuant to subsection (e) below and (ii) 0.85.
(e) The current market price per share of any class of Common Stock on any date shall be deemed to be the average of the daily mean between the high and low sales prices, regular way, of the shares of such class of Common Stock on the exchange on which such shares are listed as specified below for the twenty consecutive Trading Days (as defined below) preceding such date. If there shall not have been a sale, regular way, on any such Trading Day, the Corporation mean of the last reported bid and asked quotations regular way on the exchange specified below on such day shall deliver be deemed to be the Holder only sale price. The exchange specified for purposes of this subsection (e) shall be: (i) the New York Stock Exchange, Inc. or the Nasdaq National Market; or (ii) if the shares of the applicable class of Common Stock are not listed thereon, then that national securities exchange on which the applicable class of Common Stock is listed having the largest volume of trading in the applicable class of Common Stock during the calendar year or portion thereof next preceding such computation; provided, however, that if the shares of the applicable class of Common Stock shall not be listed on any such exchange on any such twenty Trading Days, the average of the closing high bid and low asked prices for the applicable class of Common Stock in the over-the-counter market on each Trading Day on which such shares are not so listed, as reported by the National Association of Securities Dealers Automatic Quotation System or, if not so reported, then as reported by the National Quotation Bureau Incorporated, or if such organization is not in existence, by an organization providing similar services (as determined by the Board of Directors of the Company), shall be deemed to be the only sale price on such Trading Day); or (iii) if the shares of the applicable class of Common Stock shall not be so reported on any of such Trading Days, then the current market price per share of such class shall be the fair market value thereof as determined in the reasonable and good faith judgment of the Board of Directors whose determination shall be final and binding and shall be described in a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and statement filed with the Warrant Price that Agent. For the purpose of this subsection (e), “Trading Day” shall mean a day on which the securities exchange specified for purposes of this subsection (e) shall be in effect after open for business or, if the shares of the applicable class of Common Stock shall not be listed on such adjustmentexchange for such period, a day with respect to which quotations of the character specified for purposes of this subsection (e) shall be reported.
Appears in 1 contract
Adjustment of Warrant Price. (a) IfExcept as otherwise hereinafter provided in Section 4.6, in the event that the Company shall, at any time during prior to the Exercise Periodfirst anniversary of the date hereof, the number of outstanding sell any shares of Common Stock is (i) increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, as the case may be, the Warrant Price shall be adjusted to a new amount equal to the product of (A) the Warrant Price in effect on such record date and (B) the quotient obtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)) by (y) the number of shares of Common Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b) If, at any time during the Exercise Period, the Corporation shall issue or be deemed to have issued (as provided below) shares of Common Stock or any warrant or other securities exercisable for shares of Common Stock without consideration or for a consideration per share less than the Warrant Price, or issue any options, rights or warrants to purchase Common Stock or issue any securities convertible into or exchangeable for Common Stock at an exercise or conversion price below the Warrant Price (such lower per share Common Stock sale price and/or derivative security exercise or conversion price below the Warrant Price being referred to as the "LOWERED WARRANT Price"), then the Warrant Price for the exercise of all Warrant Shares hereunder shall immediately be changed to the Lowered Warrant Price.
(b) Except as otherwise hereinafter provided in Section 4.6, in the event that the Company shall, at anytime after the first anniversary of the date hereof, issue or sell any shares of Common Stock or issue any options, rights or warrants to purchase Common Stock or issue any securities convertible into or exchangeable for Common Stock at the Lowered Warrant Price, then the Warrant Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Warrant Price in effect immediately prior to such issuance or deemed issuancesale, then such Warrant Price shall be lowered, effective as of the date of such issuance, to a price equal to the quotient obtained multiplied by dividing (i) an amount equal to the sum of (Ab) the product of (x) the total number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance and sale, plus (yY) the then existing Warrant Price, and (B) aggregate of the total amount of all consideration received or deemed received by the Corporation Company upon such issuance or deemed issuancesale, by (iiB) the total number of shares of Common Stock outstanding immediately after such issuance or deemed issuance. For sale; provided, however, that in no event shall the purposes of any adjustment Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price pursuant to this paragraph, the following provisions shall be applicable:
(i) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor without deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance.
(ii) In the case of the issuance of Common Stock for no consideration, the consideration shall be deemed to be $.01 per share.
(iii) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Corporation, irrespective of any accounting treatment.
(iv) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities:
(A) The shares of Common Stock deliverable upon exercise of such options to purchase, or rights to subscribe for, Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in clauses (i) through (iii) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby.
(B) The shares of Common Stock deliverable upon conversion of, or in exchange for, any such convertible or exchangeable securities or upon the exercise of options to purchase, or rights to subscribe for, such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends) plus the additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in clauses (i) through (iii) above).
(C) Upon any change in the exercise price or number of shares of Common Stock deliverable upon exercise of any such options or rights of conversion of, or exchange for, such convertible or exchangeable securities (including any such change resulting from the termination of any such options, rights, or securities), other than a change resulting from the antidilution provisions thereof, the Warrant Price shall be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted effect immediately prior to such change been made upon the basis of such changecomputation.
(D) No further adjustments of the Warrant Price shall be made upon the actual issuance of such Common Stock or of such convertible or exchangeable securities, upon exercise of such options or rights, or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible or exchangeable securities.
(v) No adjustment shall be made to the Warrant Price for any issuance of Common Stock to employees, officers, directors or consultants pursuant to the Corporation's Board approved stock option plans.
(c) All calculations under this Section 4 shall be made to the nearest one hundredths (1/100) of a cent.
(d) Whenever the Warrant Price shall be adjusted as provided above, the Corporation shall deliver to the Holder a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Xstream Beverage Network, Inc.)
