Adjustment Under Certain Circumstances. The Exercise Price and the number of Warrant Securities purchasable upon the exercise of each Warrant shall be subject to adjustment upon (i) the issuance of a stock dividend to the holders of the outstanding shares of Warrant Securities or a combination, subdivision or reclassification of the Warrant Securities; (ii) the issuance of rights, warrants or options to all holders of the Warrant Securities entitling the holders thereof to purchase Warrant Securities for an aggregate consideration per share less than the current market price per share of the Warrant Securities; or (iii) any distribution by the Company to the holders of the Warrant Securities of evidences of indebtedness of the Company or of assets (excluding cash dividends or distributions payable out of consolidated earnings and earned surplus and dividends or distributions referred to in (i) above); provided that no such adjustment in the number of Warrant Securities purchasable upon exercise of the Warrants will be required until cumulative adjustments require an adjustment of at least 1% of such number. No fractional shares will be issued upon exercise of Warrants, but the Company will pay the cash value of any fractional shares otherwise issuable. The adjustments to be made under this Section 2.03 shall be determined by the Warrant Agent and such determination shall be final and binding upon the Holders and the Company.]
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Samples: Warrant Agreement (Thomas Weisel Partners Group, Inc.), Warrant Agreement (S&t Bancorp Inc), Warrant Agreement (Pmi Group Inc)
Adjustment Under Certain Circumstances. The Exercise Price and the number of Warrant Securities Property purchasable upon the exercise of each Warrant shall be subject to adjustment upon (i) the issuance of a stock dividend to the holders of the outstanding shares of Warrant Securities Property or a combination, subdivision or reclassification of the Warrant SecuritiesProperty; (ii) the issuance of rights, warrants or options to all holders of the Warrant Securities Property entitling the holders thereof to purchase Warrant Securities Property for an aggregate consideration per share less than the current market price per share of the Warrant SecuritiesProperty; or (iii) any distribution by the Company to the holders of the Warrant Securities Property of evidences of indebtedness of the Company or of assets (excluding cash dividends or distributions payable out of consolidated earnings and earned surplus and dividends or distributions referred to in (i) above); provided that no such adjustment in the number of Warrant Securities Property purchasable upon exercise of the Warrants will be required until cumulative adjustments require an adjustment of at least 1% of such number. No fractional shares will be issued upon exercise of Warrants, but the Company will pay the cash value of any fractional shares otherwise issuable. The adjustments to be made under this Section 2.03 shall be determined by the Warrant Agent and such determination shall be final and binding upon the Holders and the Company.]
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Adjustment Under Certain Circumstances. The Exercise Price and the number of Warrant Securities purchasable upon the exercise of each Warrant shall be subject to adjustment upon (i) the issuance of a stock dividend to the holders of the outstanding shares of Warrant Securities or a combination, subdivision or reclassification of the Warrant Securities; (ii) the issuance of rights, warrants or options to all holders of the Warrant Securities entitling the holders thereof to purchase Warrant Securities for an aggregate consideration per share less than the current market price per share of the Warrant Securities; or (iii) any distribution by the Company to the holders of the Warrant Securities of evidences of indebtedness of the Company or of assets (excluding cash dividends or distributions payable out of consolidated earnings and earned surplus and dividends or distributions referred to in (i) above); provided that no such adjustment in the number of Warrant Securities purchasable upon exercise of the Warrants will be required until cumulative adjustments require an adjustment of at least 1% of such number. No fractional shares will be issued upon exercise of Warrants, but the Company will pay the cash value of any fractional shares otherwise issuable. The adjustments to be made under this Section 2.03 2.5 shall be determined by the Warrant Agent and such determination shall be final and binding upon the Holders and the Company.]
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Adjustment Under Certain Circumstances. The Exercise Price and the number of Warrant Securities purchasable upon the exercise of each Warrant shall be subject to adjustment upon (i) the issuance of a stock dividend to the holders of the outstanding shares of Warrant Securities or a combination, subdivision or reclassification of the Warrant Securities; (ii) the issuance of rights, warrants or options to all holders of the Warrant Securities entitling the holders thereof to purchase Warrant Securities for an aggregate consideration per share less than the current market price per share of the Warrant Securities; or (iii) any distribution by the Company to the holders of the Warrant Securities of evidences of indebtedness of the Company or of assets (excluding cash dividends or distributions payable out of consolidated earnings and earned surplus and dividends or distributions referred to in (i) above); provided that no such adjustment in the number of Warrant Securities purchasable upon exercise of the Warrants will be required until cumulative adjustments require an adjustment of at least 1% of such number. No fractional shares will be issued upon exercise of Warrants, but the Company will pay the cash value of any fractional shares otherwise issuable. The adjustments to be made under this Section 2.03 [as shall be determined by the Warrant Agent and such Agent, which determination shall be final and binding upon the Holders and the Company.]] as follows:
(i) If the Company at any time after the date of this Agreement (1) declares a share dividend or other distribution on Securities payable in shares, (2) subdivides the outstanding Common Shares or Preferred Shares (for the purposes of this Section only, "SHARES") or (3) combines outstanding Shares into a smaller number of Shares, the Exercise Price to be in effect after the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination shall be determined by multiplying the Exercise Price in effect immediately prior to such time by a fraction, the numerator of which shall be the number of Shares outstanding immediately prior to such time and the denominator of which shall be the number of Shares to be outstanding immediately after giving effect to such dividend, distribution, subdivision or combination, in each case excluding any Shares held in the treasury of the Company ("TREASURY SHARES"). Such an adjustment shall be made successively whenever any event listed above occurs.
(ii) If the Company fixes a record date for the issuance of rights or warrants to all holders of Shares entitling them (for a period expiring within __ days after such record date) to subscribe for or purchase Shares (or securities convertible into Shares) at a price per Share (or having a conversion price per share, if a security convertible into Shares) less than the current market price per Share (as defined in subsection (iv)) on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Shares outstanding on such record date plus the number of Shares which the aggregate offering price of the total number of Shares so to be offered (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price (as defined in subsection (iv)) and the denominator of which shall be the number of Shares outstanding on such record date plus the number of additional Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). If such subscription price may be paid in consideration, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Trustees of the Company. Shares owned by or held for the account of the Company or any majority-owned subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such an adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued and to the extent they are issued but expire unexercised, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such record date had not been fixed.
(iii) If the Company fixes a record date for the making of a distribution to all holders of Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing entity) of shares of beneficial interest, evidences of its indebtedness or assets (other than dividends or distributions in cash payable out of consolidated earnings or earned surplus) or subscription rights or warrants (excluding those referred to in subsection (ii), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price per Share (as defined in subsection (iv) on such record date, less the fair market value (as determined in good faith by the Board of Trustees of the Company) of the portion of such shares, evidences of indebtedness, assets, subscription rights or warrants applicable to one Share, and the denominator of which shall be such current market price per Share. Such an adjustment shall be made successively whenever such a record date is fixed; and if such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.
(iv) For the purpose of any computation under subsections (ii) or (iii), the current market price per Share on any record date shall be deemed to be the average of the daily closing prices per share for the 30 consecutive NYSE trading days commencing 45 NYSE trading days before such record date. For the purpose of all relevant provisions of this Agreement, the closing price for each day shall be the last sale price regular way or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the NYSE, or, if the Shares are not listed or admitted to trading on the NYSE, on the principal national securities exchange on which the Shares are listed or admitted to trading or, if the Shares are not listed or admitted to trading on any national securities exchange, the average of the highest reported bid and lowest reported asked prices as furnished by the National Association of Securities Dealers, Inc. (the "NASD") through Nasdaq or a similar organization if Nasdaq is no longer reporting such information (such reported last sale price of, or such average of such bid and asked prices for, the shares or any other securities is referred to herein as the "MARKET VALUE" of the shares or such securities). If on any such trading day the Shares are not quoted by any such organization, the current market price of such Shares on such day, as determined by the Board of Trustees of the Company, shall be used.
(v) Not withstanding the foregoing, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent in such price; PROVIDED, HOWEVER, that any adjustments which by reason of this subsection (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this SECTION 2.04 shall be made to the nearest cent or to the nearest one-hundredth of a Share, as the case may be.
(vi) If at any time, as a result of an adjustment made pursuant to this SECTION 2.04, the holder of any Warrant thereafter exercised becomes entitled to receive any shares of the Company other than Shares, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this SECTION 2.04, and the provisions of this SECTION 2.04 and SECTIONS 2.02, 2.03, 2.05, 5.08 and 5.14 with respect to the Shares shall apply on like terms to any such other shares.
(vii) In any case in which this SECTION 2.04 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Warrant exercised after such record date, the Shares and other capital stock of the Company, if any, issuable upon such exercise over and above the Shares and other capital stock of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such holder a due xxxx or other appropriate instrument evidencing, subject to the following proviso, such holder's right to receive such additional Shares upon the occurrence of the event requiring such adjustment and, provided further, to the extent such event does not occur, the adjustment made in respect of such non-occurrence shall be retroactive to such Record Date and affect all Warrants exercised between such Record Date and the date of such non-occurrence.
(viii) Upon each adjustment of the Exercise Price pursuant to this SECTION 2.04, each Warrant outstanding immediately prior to such adjustment shall thereafter constitute the right to purchase, at the adjusted Exercise Price per Share, an adjusted number of Shares determined (to the nearest hundredth) by multiplying the number of Shares purchasable upon exercise of a Warrant immediately prior to such adjustment by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after such adjustment; PROVIDED, HOWEVER, that the Company may elect, in substitution for the adjustment in the number of Shares pursuant to this subsection (viii), to adjust the number of Warrants pursuant to subsection (ix).
(ix) In substitution for any adjustment in the number of Shares purchasable upon the exercise of a Warrant as provided in subsection (viii), the Company may elect to adjust the number of Warrants so that each Warrant outstanding after such adjustment in number of Warrants shall be exercisable for one share. Each Warrant held of record immediately prior to such adjustment of the number of Warrants shall become that number of Warrants determined (to the nearest hundredth) by multiplying the number of shares purchasable upon exercise of a Warrant immediately prior to such adjustment by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after such adjustment. The Company shall make a public announcement (by news release and by notice to any securities exchange on which the Warrants are then listed) of its election to adjust the number of Warrants, indicating the record date for the adjustment and, if known at the time, the amount of the adjustment to be made in the number of Warrants. This record date may be the date on which the Exercise Price is adjusted or any day thereafter, but shall be at least 10 days later than the date of the public announcement. Upon each adjustment of the number of Warrants pursuant to this subsection (ix) the Company shall, as promptly as practicable, cause to be distributed to holders of record of Warrant Certificates on such record date Warrant Certificates evidencing the additional Warrants to which such holders shall be entitled as a result of such adjustment or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Warrant Certificates held by such holders prior to the date of adjustment, and upon surrender thereof if required by the Company in its sole discretion, new Warrant Certificates evidencing all the Warrants to which such holders shall be entitled after such adjustment. Warrant Certificates to be so distributed may, at the option of the Company, bear the adjusted Exercise Price and shall be registered in the names of the holders of record of Warrant Certificates on the record date specified in the public announcement.
(x) In the case of any reclassification or change of outstanding Shares (other than a change in par value, if any, as a result of a subdivision or combination), or in case of any consolidation of the Company with any other entity or any merger of the Company into another entity or of another entity into the Company (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any such reclassification or change of outstanding Shares, but including a consolidation or merger in which the Company is the continuing entity and in which all or a majority of the Shares outstanding immediately prior to such consolidation (excluding Treasury Shares) or merger are converted into, or converted into the right to receive, consideration other than capital stock), or in case of any sale of the properties and assets of the Company as, or substantially as, an entirety to any other person or entity, each Warrant shall, after such reclassification or change of Shares, consolidation, merger or sale, be exercisable at the then Exercise Price and upon the other terms and conditions specified in this Agreement for the number of shares of stock or other securities or assets (which may be cash) to which a holder of the number of Shares purchasable (at the time of such reclassification or change of Shares, consolidation, merger or sale) upon the exercise of such Warrant would have been entitled (other than pursuant to any applicable dissenters rights of appraisal) upon such reclassification or change of Shares, consolidation, merger or sale; and in any such case, the provisions set forth in this SECTION 2.04 with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of beneficial interest, other securities or property thereafter deliverable on the exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless, prior to or simultaneously with the consummation thereof, the successor person or entity (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or other appropriate person or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to the holder of each Warrant such shares of beneficial interest, securities or assets as, in accordance with the foregoing provisions, such holders are entitled to receive and to assume the other obligations of the Company under this
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