Adjustments in Certain Events. The Warrants granted hereunder shall be appropriately adjusted both as to the number of shares subject to the Warrants and the Warrant Price for any increase or decrease in the number of outstanding shares of Common Stock of the Company resulting from a stock split or payment of a stock dividend on the Common Stock, a subdivision or combination of shares of the Common Stock, or a reclassification of the Common Stock, and in the event of a merger or consolidation in accordance with the following paragraph. After any merger, consolidation or reorganization of any form involving the Company as a party thereto involving any exchange, conversion, adjustment or other modification of the outstanding shares of the Company’s Common Stock, Warrantholder at the time of such reorganization shall, at no additional cost, be entitled, upon any exercise of his or her Warrant, to receive, in lieu of the number of shares as to which such Warrant shall then so be exercised, the number and class of shares of stock or other securities or such other property to which such Warrantholder would have been entitled pursuant to the terms of the agreement of merger or consolidation, if at the time of such merger or consolidation, such Warrantholder had been a holder of record of a number of shares of the Common Stock of the Company equal to the number of shares as to which such Warrant shall then be so exercised. Comparable rights shall accrue to each Warrantholder in the event of successive mergers or consolidations of the character described above. The foregoing adjustments and the manner of their application will be in the discretion of the Company to determine.
Appears in 4 contracts
Samples: Warrant Agreement (Home Federal Holdings CORP), Warrant Agreement (Trident Bancshares, Inc.), Warrant Agreement (Home Federal Holdings CORP)
Adjustments in Certain Events. The Warrants granted hereunder shall number, class, and price of Shares for which this Warrant Certificate may be appropriately adjusted both as to the number of shares exercised are subject to adjustment from time to time upon the Warrants and the Warrant Price for any increase or decrease in the number happening of outstanding shares of Common Stock of the Company resulting from a stock split or payment of a stock dividend on the Common Stock, a subdivision or combination of shares of the Common Stock, or a reclassification of the Common Stock, and in the event of a merger or consolidation in accordance with the following paragraph. After any merger, consolidation or reorganization of any form involving the Company certain events as a party thereto involving any exchange, conversion, adjustment or other modification of follows: If the outstanding shares of the Company’s Common Stock are divided into a greater number of shares or a dividend in stock is paid on the Common Stock, Warrantholder at the time of such reorganization shall, at no additional cost, be entitled, upon any exercise of his or her Warrant, to receive, in lieu of the number of shares as to of Common Stock for which such the Warrant shall is then so exercisable will be exercisedproportionately increased and the Exercise Price will be proportionately reduced; and, conversely, if the outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, the number of shares of Common Stock for which the Warrant is then exercisable will be proportionately reduced and class the Exercise Price will be proportionately increased. The increases and reductions provided for in this Section 3(a) will be made with the intent and, as nearly as practicable, the effect that neither the percentage of the total equity of the Company obtainable on exercise of the Warrants nor the price payable for such percentage upon such exercise will be affected by any event described in this Section 3(a). In case of any change in the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of substantially all the assets of the Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the holder of this Warrant Certificate will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or such other property to which such Warrantholder it would have been entitled pursuant if, immediately prior to such event, it had held the terms of the agreement of merger or consolidation, if at the time of such merger or consolidation, such Warrantholder had been a holder of record of a number of shares of the Common Stock obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Warrantholder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company equal will not permit any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the holder of this Warrant Certificate, if not the Company, agrees to be bound by and comply with the provisions of this Warrant Certificate. When any adjustment is required to be made in the number of shares as of Common Stock, other securities, or the property purchasable upon exercise of the Warrant, the Company will promptly determine the new number of such shares or other securities or property purchasable upon exercise of the Warrant and (i) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new number of such shares or other securities or property purchasable upon exercise of the Warrant and (ii) cause a copy of such statement to which such Warrant shall then be so exercisedmailed to the Warrantholder within thirty (30) days after the date of the event giving rise to the adjustment. Comparable rights shall accrue to each Warrantholder No fractional shares of Common Stock or other securities will be issued in connection with the exercise of the Warrant, but the Company will pay, in lieu of fractional shares, a cash payment therefor on the basis of the mean between the bid and asked prices of the Common Stock in the event of successive mergers over-the-counter market or consolidations the last sale price of the character described above. The foregoing adjustments and Common Stock on the manner of their application will be in principal exchange or other trading facility on which the discretion of Common Stock is traded on the Company day immediately prior to determineexercise.
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Samples: Membership Interest Purchase Agreement (U-Swirl, Inc.), Membership Interest Purchase Agreement (Rocky Mountain Chocolate Factory Inc)
Adjustments in Certain Events. The Warrants granted hereunder shall be appropriately adjusted both as to the number of shares subject to the Warrants and the Warrant Price for any increase or decrease in the number of outstanding shares of Common Stock of the Company Bank resulting from a stock split or payment of a stock dividend on the Common Stock, a subdivision or combination of shares of the Common Stock, or a reclassification of the Common Stock, and in the event of a merger or consolidation in accordance with the following paragraph. After any merger, consolidation or reorganization of any form involving the Company Bank as a party thereto involving any exchange, conversion, adjustment or other modification of the outstanding shares of the Company’s Bank's Common Stock, Warrantholder at the time of such reorganization shall, at no additional cost, be entitled, upon any exercise of his or her Warrant, to receive, in lieu of the number of shares as to which such Warrant shall then so be exercised, the number and class of shares of stock or other securities or such other property to which such Warrantholder would have been entitled pursuant to the terms of the agreement of merger or consolidation, if at the time of such merger or consolidation, such Warrantholder had been a holder of record of a number of shares of the Common Stock of the Company Bank equal to the number of shares as to which such Warrant shall then be so exercised. Comparable rights shall accrue to each Warrantholder in the event of successive mergers or consolidations of the character described above. The foregoing adjustments and the manner of their application will be in the discretion of the Company Bank to determine.
Appears in 2 contracts
Samples: Warrant Agreement (Mountain Valley Bancshares Inc), Warrant Agreement (Mountain Valley Bancshares Inc)
Adjustments in Certain Events. The Warrants granted hereunder shall be appropriately adjusted both as to the number of shares subject to the Warrants and the Warrant Price for any increase or decrease in the number of outstanding shares of Common Stock of the Company resulting from a stock split or payment of a stock dividend on the Common Stock, a subdivision or combination of shares of the Common Stock, or a reclassification of the Common Stock, and in the event of a merger or consolidation in accordance with the following paragraph. After any merger, consolidation or reorganization of any form involving the Company as a party thereto involving any exchange, conversion, adjustment or other modification of the outstanding shares of the Company’s Common Stock, Warrantholder at the time of such reorganization shall, at no additional cost, be entitled, upon any exercise of his or her Form Warrant Agreement (Type I) Warrant, to receive, in lieu of the number of shares as to which such Warrant shall then so be exercised, the number and class of shares of stock or other securities or such other property to which such Warrantholder would have been entitled pursuant to the terms of the agreement of merger or consolidation, if at the time of such merger or consolidation, such Warrantholder had been a holder of record of a number of shares of the Common Stock of the Company equal to the number of shares as to which such Warrant shall then be so exercised. Comparable rights shall accrue to each Warrantholder in the event of successive mergers or consolidations of the character described above. The foregoing adjustments and the manner of their application will be in the discretion of the Company to determine.
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