ADJUSTMENT RIGHTS. The Exercise Price and the number of Warrant Shares purchasable hereunder are subject to adjustment, as follows: 2.01 If the Corporation shall effect a subdivision or combination or consolidation of shares (whether by way of stock split, reverse stock split or otherwise) or other capital reorganization or reclassification of any class or series of the capital stock of the Corporation for which this Warrant is then exercisable, or the payment of a stock dividend or other distribution of stock with respect to any such class or series of capital stock, then the number of Warrant Shares purchasable hereunder and the Exercise Price shall be appropriately adjusted in such a manner as to entitle the Warrantholder to receive upon exercise of this Warrant, for the same aggregate consideration, the same total number, type, class and series of securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event. 2.02 If there shall occur any consolidation or merger of the Corporation or sale of all or substantially all of the Corporation's assets, then as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon exercise of this Warrant, such securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to the securities and other property thereafter deliverable upon the exercise hereof. 2.03 Upon the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such case, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and the Exercise Price resulting from such event, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 2.04 In case at any time: (1) the Corporation shall pay any dividend or make any distribution (other than regular cash dividends from earnings or earned surplus paid at an established rate) to the holders of its Series C Preferred Stock or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock the right to subscribe for the purchase of any shares of capital stock or securities convertible into or exercisable for such shares of capital stock; (2) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or consolidation or merger of the Corporation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which (a) the books of the Corporation shall close or a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also provide reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Series C Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least fifteen (15) days prior to the action in question and not less than fifteen (15) days prior to the record date or the date on which the Corporation's transfer books are closed in respect thereto. 2.05 Antidilution rights applicable to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter and with any Certificate of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred Stock.
Appears in 3 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Warrant Agreement (Sequenom Inc)
ADJUSTMENT RIGHTS. The Exercise Price purchase price per share and the number of Warrant Shares shares purchasable hereunder are subject to adjustmentadjustment from time to time, as follows:
2.01 (a) Recapitalization, Merger, Sale of Assets. If at any time, there is a capital reorganization of the Corporation shall effect common stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or combination a merger or consolidation of shares (whether by way of stock split, reverse stock split the Company with or otherwise) or other capital reorganization or reclassification of any class or series of into another corporation in which the capital stock of Company is not the Corporation for which this Warrant is then exercisablesurviving corporation, or the payment sale of a stock dividend the Company's properties and assets as, or other distribution of stock with respect substantially as, an entirety to any other person, then, as a part of such class reorganization, merger, consolidation or series sale, lawful provision will be made so that the holder of capital stock, then the number of this Warrant Shares purchasable hereunder and the Exercise Price shall thereafter be appropriately adjusted in such a manner as to entitle the Warrantholder entitled to receive upon exercise of this Warrant, for Warrant the same aggregate consideration, the same total number, type, class and series number of shares of stock or other securities and other or property as such Warrantholder would have received as a result of the event requiring the adjustment had successor corporation resulting from such Warrantholder exercised this Warrant in full immediately prior merger or consolidation, to such event.
2.02 If there shall occur any consolidation or merger which a holder of the Corporation or sale of all or substantially all of the Corporation's assets, then as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore purchasable and receivable common stock deliverable upon exercise of this Warrant, such securities and other property as such Warrantholder Warrant would have received been entitled in such capital reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before such reorganization, merger, consolidation or sale. The Company shall notify the holder hereof of any such reorganization, merger, consolidation or sale or reclassification, split, subdivision or combination of shares not later than the effective date thereof. In any such case, appropriate adjustment (as a result determined in good faith by the Company's board of directors) will be made in the application of the event requiring the adjustment had such Warrantholder exercised provisions of this Warrant in full immediately prior to such event, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholder holder after the reorganization, merger, consolidation or sale to the end that the provisions hereof shall thereafter of this Warrant (including adjustment of the Exercise Price and number of shares purchasable upon exercise of this Warrant) will be applicableapplicable after that event, as nearly near as reasonably may be, in relation to the securities and other property thereafter deliverable upon the exercise hereof.
2.03 Upon the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such case, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and the Exercise Price resulting from such event, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
2.04 In case at any time: (1) the Corporation shall pay any dividend or make any distribution (other than regular cash dividends from earnings or earned surplus paid at an established rate) to the holders of its Series C Preferred Stock or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock the right to subscribe for the purchase of any shares of capital stock or securities convertible into or exercisable for such shares of capital stock; (2) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or consolidation or merger of the Corporation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which (a) the books of the Corporation shall close or a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also provide reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Series C Preferred Stock or Common Stock for securities or other property deliverable after that event upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least fifteen (15) days prior to the action in question and not less than fifteen (15) days prior to the record date or the date on which the Corporation's transfer books are closed in respect theretoconversion of this Warrant.
2.05 Antidilution rights applicable to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter and with any Certificate of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred Stock.
Appears in 2 contracts
Samples: Warrant Agreement (Aspi Europe Inc), Warrant Agreement (Aspi Europe Inc)
ADJUSTMENT RIGHTS. The Exercise Price In the event of the Class “A” Common Shares or Amalco Shares being at any time subdivided, consolidated, converted or exchanged for a greater or lesser number of shares of the same or another class, appropriate adjustments will be made in the rights and conditions attaching to the Class “A” Common Shares and the number Amalco Shares, respectively, so as to preserve in all respects the benefits conferred on the holders of Warrant Shares purchasable hereunder are subject to adjustmenteach such class. In the event of any reclassification of Amalco Shares, as follows:
2.01 If the Corporation shall effect a subdivision or combination or consolidation of shares (whether by way of stock splitany amalgamation, reverse stock split or otherwise) merger or other capital reorganization or reclassification of any class or series of the capital stock consolidation of the Corporation for which this Warrant is then exercisablewith another entity, or the payment of a stock dividend or other distribution of stock with respect to any such class or series of capital stock, then the number of Warrant Shares purchasable hereunder and the Exercise Price shall be appropriately adjusted in such a manner as to entitle the Warrantholder to receive upon exercise of this Warrant, for the same aggregate consideration, the same total number, type, class and series of securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event.
2.02 If there shall occur any consolidation or merger of the Corporation or sale transfer of all or substantially all of the Corporation's assets, then as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon exercise of this Warrant, such securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to the securities and other property thereafter deliverable upon the exercise hereof.
2.03 Upon the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such case, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and the Exercise Price resulting from such event, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
2.04 In case at any time: (1) the Corporation shall pay any dividend or make any distribution (other than regular cash dividends from earnings or earned surplus paid at an established rate) to the holders of its Series C Preferred Stock or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock the right to subscribe for the purchase of any shares of capital stock or securities convertible into or exercisable for such shares of capital stock; (2) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or consolidation or merger of the Corporation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which (a) the books of the Corporation shall close or a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also provide reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall Class “A” Shares will be entitled to exchange their Series C Preferred Stock or Common Stock for receive such securities or other property deliverable as if on the effective date of such event they were registered holders of the number of Amalco Shares which such holders of Class “A” Shares were entitled to receive upon the conversion of their Class “A” Shares. No such reorganizationadjustment will be required to be made unless the cumulative effect of such adjustment or adjustments would change the number of Amalco Shares issuable upon the conversion of the Class “A” Shares by at least one-hundredth of a share, reclassificationprovided that such adjustments not so made shall be carried forward and taken into account at any subsequent adjustment. In addition, consolidation, merger, sale, dissolution, liquidation or winding-upno such adjustment shall be made if the holders of the Class “A” Shares are entitled to participate in any such event on the same terms, as the case may be. Such written notice shall be given at least fifteen (15) days though they had converted their Class “A” Shares prior to the action in question and occurrence of such event.
1. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not less than fifteen (15) days prior to at any time exceed one-third of the record date or number of directors who held office at the date on which expiration of the last annual meeting of the Corporation's transfer books are closed in respect thereto.. SECTION ONE - INTERPRETATION
2.05 Antidilution rights applicable to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter and with any Certificate of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred Stock.1.01 Definitions
2.01 Registered Office
Appears in 2 contracts
Samples: Amalgamation Agreement (Jenex CORP), Amalgamation Agreement (Jenex CORP)
ADJUSTMENT RIGHTS. The Exercise Price and the number of Warrant Shares shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:
2.01 (a) If the Corporation shall effect a subdivision or combination or consolidation of shares (whether by way of stock split, reverse stock split or otherwise) or other capital reorganization or reclassification of at any class or series of the capital stock of the Corporation for which this Warrant is then exercisable, or the payment of a stock dividend or other distribution of stock with respect to any such class or series of capital stock, then the number of Warrant Shares purchasable hereunder and the Exercise Price time there shall be appropriately adjusted in Merger Event, then, as a part of such a manner as to entitle Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, for the same aggregate consideration, the same total number, type, class and series of securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event.
2.02 If there shall occur any consolidation or merger of the Corporation or sale of all or substantially all of the Corporation's assets, then as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified Agreement and in lieu of Preferred Stock, the Warrant Shares immediately theretofore purchasable and receivable upon exercise number of this Warrant, shares of preferred stock or other securities or property of the successor corporation resulting from such securities and other property as such Warrantholder Merger Event that would have received as a result of the event requiring the adjustment been issuable if Warrantholder had such Warrantholder exercised this Warrant in full Agreement immediately prior to such event, and in the Merger Event. In any such case case, appropriate provision adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to the securities and other property thereafter deliverable upon the exercise hereof.
2.03 Upon the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such case, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and this Agreement (including adjustments of the Exercise Price resulting from such eventand number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
2.04 In case at any time: (1) the Corporation shall pay any dividend or make any distribution (other than regular cash dividends from earnings or earned surplus paid at an established rate) to the holders greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. In connection with a Merger Event and upon Warrantholder’s written election to the Company to participate therein received by the Company within at least five (5) business days after the Company has notified Warrantholder in writing of the Merger Event, the Company shall cause this Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its Series C Preferred Stock or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock the right to subscribe for have shares issued pursuant to the purchase Net Issuance provisions of any this Agreement without actually exercising such right, acquiring such shares of capital stock or securities convertible into or exercisable and exchanging such shares for such shares of capital stock; (2) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or consolidation or merger of the Corporation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which (a) the books of the Corporation shall close or a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also provide reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Series C Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least fifteen (15) days prior to the action in question and not less than fifteen (15) days prior to the record date or the date on which the Corporation's transfer books are closed in respect theretoconsideration.
2.05 Antidilution rights applicable to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter and with any Certificate of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred Stock.
Appears in 2 contracts
Samples: Warrant Agreement (Elixir Pharmaceuticals Inc), Warrant Agreement (Elixir Pharmaceuticals Inc)
ADJUSTMENT RIGHTS. The Exercise Price and the number of Warrant Shares shares of Series B Preferred purchasable hereunder are shall be subject to adjustmentadjustment from time to time in accordance with the following provisions:
(a) In case the Company shall at any time subdivide the outstanding shares of its Series B Preferred, the Exercise Price in effect immediately prior to such subdivision shall be proportionately decreased, and in case the Company shall at any time combine the outstanding shares of its Series B Preferred, the Exercise Price in effect immediately prior to such combination shall be proportionately increased, effective at the close of business on the date of such subdivision or combination, as follows:the case may be. Upon each adjustment pursuant to this Section 8(a), the Warrantholder shall thereafter (until another such adjustment) be entitled to purchase shares of the Series B Preferred at the adjusted Exercise Price.
2.01 (b) If at any time after the Corporation date of grant of this Warrant the Company shall effect a subdivision or combination or consolidation take any action that results in an adjustment to the conversion ratio of the Series B Preferred under the Company’s Amended and Restated Certificate of Incorporation, upon exercise of this Warrant the shares of Series B Preferred issued hereunder shall be entitled to the full benefit of such conversion ratio adjustment as if such shares had been issued and outstanding as of the date of such adjustment.
(whether by way of stock split, reverse stock split or otherwisec) or other capital If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of any class or series of the capital stock of the Corporation Company (other than a subdivision or combination of shares provided for which this Warrant is then exercisablein Section 8(a) above), or the payment of a stock dividend or other distribution of stock with respect to any such class or series of capital stock, then the number of Warrant Shares purchasable hereunder and the Exercise Price shall be appropriately adjusted in such a manner as to entitle the Warrantholder to receive upon exercise of this Warrant, for the same aggregate consideration, the same total number, type, class and series of securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event.
2.02 If there shall occur any consolidation or merger of the Corporation or sale of all or substantially all of the Corporation's assetsCompany with another corporation, then as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have be entitled to receive, during the right term hereof and upon payment of the Exercise Price, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such consolidation or merger, as the case may be, to purchase and receive which a holder of the Series B Preferred, deliverable upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon exercise of this Warrant, such securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had been entitled upon such Warrantholder exercised reorganization, reclassification, consolidation or merger if this Warrant in full had been exercised, immediately prior to such eventreorganization, reclassification, consolidation or merger; and in any such case case, appropriate provision adjustment (as reasonably determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests interest thereafter of the Warrantholder to the end that the provisions hereof set forth herein (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, applicable as nearly near as reasonably may be, in relation to the securities and any shares or other property thereafter deliverable upon the exercise hereof.
2.03 Upon the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such case, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and the Exercise Price resulting from such event, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
2.04 In case at any time: (1) the Corporation shall pay any dividend or make any distribution (other than regular cash dividends from earnings or earned surplus paid at an established rate) to the holders of its Series C Preferred Stock or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock the right to subscribe for the purchase of any shares of capital stock or securities convertible into or exercisable for such shares of capital stock; (2) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or consolidation or merger of the Corporation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which (a) the books of the Corporation shall close or a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also provide reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Series C Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least fifteen (15) days prior to the action in question and not less than fifteen (15) days prior to the record date or the date on which the Corporation's transfer books are closed in respect thereto.
2.05 Antidilution rights applicable to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter and with any Certificate of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred Stock.
Appears in 1 contract
ADJUSTMENT RIGHTS. The Exercise Price and the number of Warrant Shares purchasable hereunder are subject to adjustment, as follows:
2.01 If the Corporation shall effect a subdivision or combination or consolidation of shares (whether Company at any time shall, by way of stock splitcombination, reverse stock reclassification, exchange, split or otherwise) subdivision of securities or other capital reorganization or reclassification of any class or series alteration of the capital stock structure (including, without limitation, the rights attaching to the equity classes of the Corporation for Company and conforming of Interests under the Operating Agreement) of the Company (as so described, a "Restructuring Event"), change the number or nature of securities as to which purchase rights under the Warrant Agreement exist, then the Warrantholder shall thereafter be entitled to receive, upon any exercise of the Warrant Interests, the number and kind of securities of the Company or successor entity which are equivalent in proportionate share, right and value to those securities which would have been received by the Warrantholder if the Warrantholder had exercised its Warrant immediately prior to such Restructuring Event. All such adjustments in the number and kind of securities to be issued pursuant to the Warrant Interest shall be determined by the Board of Managers in good faith and on the same basis as all adjustments made with respect to all Class A Member Interests generally. The purpose of the foregoing provisions is to assure that the terms of this Warrant is then exercisable, or Agreement shall continue to be applicable in the payment of a stock dividend or other distribution of stock same manner and to the same extent in relation to the Warrant Interests with respect to any such class new or series of capital stock, then the number of Warrant Shares purchasable hereunder and the Exercise Price shall be appropriately adjusted in such a manner as to entitle the Warrantholder to receive upon exercise of this Warrant, for the same aggregate consideration, the same total number, type, class and series of alternative securities and other property as such Warrantholder would have received distributable or available as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event.
2.02 If there shall occur any consolidation or merger of the Corporation or sale of all or substantially all of the Corporation's assets, then Restructuring Event. As soon as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive practicable upon the basis and upon the terms and conditions herein specified and in lieu Board of the Warrant Shares immediately theretofore purchasable and receivable upon exercise Managers becoming aware of this Warrant, such securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such eventpossible Restructuring Event, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholder to the end that the provisions hereof shall thereafter be applicablecase, as nearly as may be, in relation to the securities and other property thereafter deliverable upon the exercise hereof.
2.03 Upon not later than sixty (60) days before the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such caseRestructuring Event, the Corporation Company shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and the Exercise Price resulting from such event, and shall set Warrantholders setting forth in reasonable detail the nature of, and timetable for implementation of, the Restructuring Event requiring any adjustment, salient financial information relating thereto, the method of calculation by which any such adjustment was determined, and the facts upon which resulting number of Class A Membership Interests or equivalent securities subject to purchase hereunder after giving effect to such calculation is based.
2.04 In case adjustment. The Company shall procure that the equity in its capital issued on exercise of the Warrant will rank at least pari passu with existing ordinary equity capital of the Company being, at the date hereof, Class A Member Interests. 4 <PAGE> 9. NOTICE TO WARRANTHOLDER OF CAPITAL EVENTS. ----------------------------------------- The Company agrees to give to the Warrantholder, at least sixty (60) days in advance thereof, written notice of any timeof the following events (each a "Capital Event") describing such event and the timetable for implementation thereof in reasonable detail: (1i) the Corporation shall pay admission to any dividend regulated stock exchange, over-the-counter market or make any distribution investment exchange of any securities of any class in either the Company or of any member of the Company's Group; (ii) the disposal of either of the whole of the business or undertaking of the Company's Group or of such part thereof which represent not less than 30% in value thereof, in one or a series of related transactions (including, without limitation, in each case which involves the disposal of the capital of any member of the Company's Group), but excluding disposals of the stock in trade of the Company's Group in the ordinary course of trading; (iii) any disposal or other than regular cash dividends from earnings transaction, whether one or earned surplus paid at an established ratea series of related transactions, as a result of which there is a change in the ability to appoint a majority of the Board of Managers (or equivalent members of the senior management) to of the holders Company or of its Series C Preferred Stock any member of the Company's Group or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock in the right to subscribe for manage the purchase business or strategy of any shares member of capital stock the Company's Group, provided that where any person who is not presently a Class A Member (either alone or securities convertible into or exercisable together with persons acting for such shares person) acquires the right to control 30% or more of capital stock; (2) there the Membership Interests of the Company, such acquisition shall be deemed in any capital reorganization case to constitute such a change; and (iv) the disposal, whether in one or reclassification a series of related transactions of all, or at least 30%, of the capital stock Membership Interests (of the CorporationCompany) or of the equity securities of any member of the Company's Group, whether effected by way of statutory merger or consolidation or merger of otherwise; (v) the Corporationpossible liquidation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or dissolution and winding-up of any member of the CorporationCompany's Group with detail of possible value/surplus, salient financial information relating thereto and the timetable to implementation thereof; thenand (vi) the proposed declaration or payment by the Company of any dividend or distribution, whether in cash, property or assets (of any nature) or Interests or the proposed grant of any subscription or acquisition rights or proposed redemption or repurchase of any of the Company's equity interests. The foregoing obligation of the Company to give timely notice of any Capital Event is for the purpose of better enabling the Warrantholder to determine if and when it may wish to exercise all or any part of its Warrant Interests hereunder and so as to enable the Warrantholder, if it so elects, to participate as a Class A Member in such Capital Event. 5 <PAGE> The Company's successor corporation shall give the Warrantholder notice as promptly as practicable (and in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which event within five (5) business days) after (a) the books giving of any notice by any of the Corporation shall close or Berkshire Members (as defined in the Members' Agreement) pursuant to Section 2.11(b) of the Members' Agreement that requests such corporation to file a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, registration statement or (b) the giving of any notice by the Company's successor corporation pursuant to Section 2.11(c) of the Members' Agreement that such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as corporation determines to file a registration statement under the case may beSecurities Act. Such notice by the Company's successor corporation shall also provide include reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Series C Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least fifteen (15) days prior detail relating to the action in question registration request, salient financial information and not less than fifteen (15) days prior to the record date or the date on which the Corporation's transfer books are closed in respect theretotimetable for implementation thereof. 10.
2.05 Antidilution rights applicable to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter and with any Certificate of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred Stock.
Appears in 1 contract
Samples: Warrant Agreement
ADJUSTMENT RIGHTS. The Exercise Price In the event of the Class “A” Common Shares or Amalco Shares being at any time subdivided, consolidated, converted or exchanged for a greater or lesser number of shares of the same or another class, appropriate adjustments will be made in the rights and conditions attaching to the Class “A” Common Shares and the number Amalco Shares, respectively, so as to preserve in all respects the benefits conferred on the holders of Warrant Shares purchasable hereunder are subject to adjustmenteach such class. In the event of any reclassification of Amalco Shares, as follows:
2.01 If the Corporation shall effect a subdivision or combination or consolidation of shares (whether by way of stock splitany amalgamation, reverse stock split or otherwise) merger or other capital reorganization or reclassification of any class or series of the capital stock consolidation of the Corporation for which this Warrant is then exercisablewith another entity, or the payment of a stock dividend or other distribution of stock with respect to any such class or series of capital stock, then the number of Warrant Shares purchasable hereunder and the Exercise Price shall be appropriately adjusted in such a manner as to entitle the Warrantholder to receive upon exercise of this Warrant, for the same aggregate consideration, the same total number, type, class and series of securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event.
2.02 If there shall occur any consolidation or merger of the Corporation or sale transfer of all or substantially all of the Corporation's assets, then as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon exercise of this Warrant, such securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to the securities and other property thereafter deliverable upon the exercise hereof.
2.03 Upon the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such case, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and the Exercise Price resulting from such event, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
2.04 In case at any time: (1) the Corporation shall pay any dividend or make any distribution (other than regular cash dividends from earnings or earned surplus paid at an established rate) to the holders of its Series C Preferred Stock or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock the right to subscribe for the purchase of any shares of capital stock or securities convertible into or exercisable for such shares of capital stock; (2) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or consolidation or merger of the Corporation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which (a) the books of the Corporation shall close or a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also provide reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall Class “A” Shares will be entitled to exchange their Series C Preferred Stock or Common Stock for receive such securities or other property deliverable as if on the effective date of such event they were registered holders of the number of Amalco Shares which such holders of Class “A” Shares were entitled to receive upon the conversion of their Class “A” Shares. No such reorganizationadjustment will be required to be made unless the cumulative effect of such adjustment or adjustments would change the number of Amalco Shares issuable upon the conversion of the Class “A” Shares by at least one-hundredth of a share, reclassificationprovided that such adjustments not so made shall be carried forward and taken into account at any subsequent adjustment. In addition, consolidation, merger, sale, dissolution, liquidation or winding-upno such adjustment shall be made if the holders of the Class “A” Shares are entitled to participate in any such event on the same terms, as the case may be. Such written notice shall be given at least fifteen (15) days though they had converted their Class “A” Shares prior to the action in question and occurrence of such event. SCHEDULE "B" To Form 9.
1. The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual meeting, but the number of additional directors shall not less than fifteen (15) days prior at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation. SCHEDULE "B" to the record date or the date on which the Corporation's transfer books are closed in respect thereto.
2.05 Antidilution rights applicable Amalgamation Agreement XX-XXX XX. 0 A by-law relating generally to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver transaction of the Charter business and with any Certificate affairs of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred Stock.The Jenex Corporation TABLE OF CONTENTS SECTION ONE - INTERPRETATION
Appears in 1 contract
Samples: Amalgamation Agreement
ADJUSTMENT RIGHTS. The Exercise Price and the number of Warrant Shares purchasable hereunder are subject to adjustment, as follows:
2.01 If the Corporation shall effect a subdivision or combination or consolidation of shares (whether Company at any time shall, by way of stock splitcombination, reverse stock reclassification, exchange, split or otherwise) subdivision of securities or other capital reorganization or reclassification of any class or series alteration of the capital stock structure (including, without limitation, the rights attaching to the equity classes of the Corporation for Company and conforming of Interests under the Operating Agreement) of the Company (as so described, a "Restructuring Event"), change the number or nature of securities as to which purchase rights under the Warrant Agreement exist, then the Warrantholder shall thereafter be entitled to receive, upon any exercise of the Warrant Interests, the number and kind of securities of the Company or successor entity which are equivalent in proportionate share, right and value to those securities which would have been received by the Warrantholder if the Warrantholder had exercised its Warrant immediately prior to such Restructuring Event. All such adjustments in the number and kind of securities to be issued pursuant to the Warrant Interest shall be determined by the Board of Managers in good faith and on the same basis as all adjustments made with respect to all Class A Member Interests generally. The purpose of the foregoing provisions is to assure that the terms of this Warrant is then exercisable, or Agreement shall continue to be applicable in the payment of a stock dividend or other distribution of stock same manner and to the same extent in relation to the Warrant Interests with respect to any such class new or series of capital stock, then the number of Warrant Shares purchasable hereunder and the Exercise Price shall be appropriately adjusted in such a manner as to entitle the Warrantholder to receive upon exercise of this Warrant, for the same aggregate consideration, the same total number, type, class and series of alternative securities and other property as such Warrantholder would have received distributable or available as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such event.
2.02 If there shall occur any consolidation or merger of the Corporation or sale of all or substantially all of the Corporation's assets, then Restructuring Event. As soon as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive practicable upon the basis and upon the terms and conditions herein specified and in lieu Board of the Warrant Shares immediately theretofore purchasable and receivable upon exercise Managers becoming aware of this Warrant, such securities and other property as such Warrantholder would have received as a result of the event requiring the adjustment had such Warrantholder exercised this Warrant in full immediately prior to such eventpossible Restructuring Event, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholder to the end that the provisions hereof shall thereafter be applicablecase, as nearly as may be, in relation to the securities and other property thereafter deliverable upon the exercise hereof.
2.03 Upon not later than sixty (60) days before the occurrence of any event specified in Subsection 2.01 or Subsection 2.02, then, and in each such caseRestructuring Event, the Corporation Company shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the adjustment in the Warrant Shares and the Exercise Price resulting from such event, and shall set Warrantholders setting forth in reasonable detail the nature of, and timetable for implementation of, the Restructuring Event requiring any adjustment, salient financial information relating thereto, the method of calculation by which any such adjustment was determined, and the facts upon which resulting number of Class A Membership Interests or equivalent securities subject to purchase hereunder after giving effect to such calculation is based.
2.04 In case at any time: (1) adjustment. The Company shall procure that the Corporation shall pay any dividend or make any distribution (other than regular cash dividends from earnings or earned surplus paid at an established rate) to the holders of equity in its Series C Preferred Stock or Common Stock or offer to all holders of its Series C Preferred Stock or Common Stock the right to subscribe for the purchase of any shares of capital stock or securities convertible into or exercisable for such shares of capital stock; (2) there shall be any capital reorganization or reclassification issued on exercise of the Warrant will rank at least pari passu with existing ordinary equity capital stock of the CorporationCompany being, or consolidation or merger of the Corporation, or sale of all or substantially all of its assets; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice thereof to the Warrantholder in accordance with Subsection 1.04, which notice shall state the date on which (a) the books of the Corporation shall close or a record date shall be fixed for determining the stockholders entitled to such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also provide reasonable details of the proposed transaction and specify the date as of which the record holders of Series C Preferred Stock or Common Stock shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Series C Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least fifteen (15) days prior to the action in question and not less than fifteen (15) days prior to the record date or the date on which the Corporation's transfer books are closed in respect thereto.
2.05 Antidilution rights applicable to the Series C Preferred Stock purchasable hereunder are set forth in the Corporation's Certificate of Incorporation, as amended through the date hereof, a true and complete copy of which has been furnished to Warrantholder (the "Charter"). The Corporation shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter and with any Certificate of Adjustment sent to the holders of Series C Preferred Stock in accordance with the Charter relating to any adjustment or readjustment of the Conversion Price of the Series C Preferred StockClass A Member Interests.
Appears in 1 contract
