Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration), (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. (c) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value.
Appears in 6 contracts
Samples: Warrant Agreement (Gb Foods Corp), Warrant Agreement (Fidelity National Financial Inc /De/), Warrant Agreement (Fidelity National Financial Inc /De/)
Adjustments of Exercise Price and Number of Shares. The Exercise Price -------------------------------------------------- and the number and kind of securities issuable purchasable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including Company, other than any such reclassification in connection with the consolidation or merger in to which the Company is the continuing corporation)paragraph (j) of this Section 8 applies, the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder and any permitted Holder of each Warrant thereof shall be entitled to receive the kind and number of Shares shares of Common Stock or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its Common Stock, entitling them to subscribe for or to purchase shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than "poison pill" rights referred to in paragraph (l) of this Section 8) at a price per share (or having a conversion price per share) that is lower on the record date for the determination of stockholders entitled to receive such rights, options or warrants than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of such Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to the record date for the determination of stockholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its Common Stock shares of stock (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends out of retained earnings and dividends or distributions referred to in paragraph (a) of this Section 8) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above and paragraph (l) below), then in each case the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon the exercise of such Warrant by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution, retroactive to the record date for the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8 or under Section 4 or Section 9, the current market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices per share for the 30 consecutive trading days commencing 45 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock on the Nasdaq National Market System ("NASDAQ") or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder upon exercise of each Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by -------- ------- reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or eventsadjustment. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the such Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, or as a result of an adjustment made pursuant to paragraph (a) above, any Warrant Holder shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price thereof shall be subject to adjustment from par value time to no par valuetime in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8, and the provisions of Sections 4, 5, 7, 9 and 12, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 2 contracts
Samples: Warrant Agreement (Asi Solutions Inc), Warrant Agreement (Asi Solutions Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case If the Company shall (i) declare declares a dividend on its Common Stock in shares of Common Stock or make makes a distribution to all holders of its Common Stock in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)without charge to such holders, (ii) subdivide subdivides its outstanding shares of Common Stock, (iii) combine combines its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue issues by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporationsurviving entity, but excluding those referred to in paragraph (b) below), the number and kind of Shares Common Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares shares of Common Stock or other securities of the Company which he such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An Any adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) No adjustment If the Company issues rights, options or warrants to all holders of its Common Stock, without any charge to such holders, entitling them to subscribe for or to purchase shares of Common Stock at a price per share lower than the then current Market Price per share of Common Stock (as defined in paragraph (d) below) at the number record date mentioned below, the Holders of Shares purchasable hereunder shall be required unless unexercised Warrants as of such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable record date, upon the exercise of each Warrant; providedsuch Warrants, howevershall receive the same rights, options or warrants that such Holder would have received or have been entitled to receive after such issuance, had such Warrants been exercised immediately prior to such issuance or any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent record date with respect thereto. Such adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made whenever rights, options or warrants are issued as described above and shall become effective retroactively to immediately after the nearest one thousandth record date for the determination of a sharestockholders entitled to receive such rights, options or warrants.
(c) Whenever If the number Company distributes to all holders of Shares purchasable its Common Stock, without any charge to such holders, shares of its stock other than shares of Common Stock or evidences of its indebtedness or assets (excluding cash dividends and dividends or distributions referred to in paragraph (a) or (b) above) or rights, options or warrants or other securities convertible into or exchangeable for shares of Common Stock (excluding those referred to in paragraph (a) or (b) above), then in each case the Holders of unexercised Warrants as of the record date mentioned below, upon the exercise of each Warrant is adjustedsuch Warrants, as herein providedshall receive the same distribution that such Holder would have received or have been entitled to receive after the distribution, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect had such Warrants been exercised immediately prior to such the distribution or any record date with respect thereto. Such adjustment by a fraction, of which the numerator shall be made whenever any such distribution is made as described above and shall become effective on the number date of Shares purchasable upon distribution retroactive to immediately after the exercise record date for the determination of each Warrant immediately prior stockholders entitled to receive such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafterdistribution.
(d) For the purpose of any computation under paragraph (b) of this Section 8, the term current "shares Market Price" per share of Common Stock" Stock at any date shall mean be the average of the daily closing prices for fifteen (i15) consecutive trading days commencing twenty (20) trading days before the class date of stock designated as such computation. The closing price for each day shall be the last reported sale price regular way or, if no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the Company at representative closing bid and asked quotations for the date of this Agreement Common Stock on The Nasdaq National or (ii) SmallCap Market or any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par valuecomparable system, or from no par value to par value, or from par value to no par value.if
Appears in 2 contracts
Samples: Warrant Agreement (Vion Pharmaceuticals Inc), Warrant Agreement (Vion Pharmaceuticals Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its shares of Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its shares of Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per share of Common Stock at any date (the "Current Market Price") shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on the Nasdaq system or any comparable system, or if the Common Stock is not listed on the Nasdaq system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 2 contracts
Samples: Warrant Agreement (Idm Environmental Corp), Warrant Agreement (Idm Environmental Corp)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and -------------------------------------------------- the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration), (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder Purchaser and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(c) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(d) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value.
Appears in 2 contracts
Samples: Warrant Agreement (Gb Foods Corp), Warrant Agreement (Renaissance Golf Products Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case If the Company shall (i) declare declares a dividend on its Common Stock Shares in shares of Common Stock Shares or make makes a distribution to all holders of its Common Shares in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Shares without charge to such holders, (ii) subdivide subdivides its outstanding shares of Common StockShares, (iii) combine combines its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock Shares or (iv) issue issues by reclassification of its shares of Common Stock Shares other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporationsurviving entity, but excluding those referred to in paragraph (b) below), the number and kind of Common Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Common Shares or other securities of the Company which he such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) If the Company issues rights, options or warrants to all holders of its Common Shares, without any charge to such holders, entitling them to subscribe for or to purchase Common Shares at a price per share lower than the then current Market Price per Common Share at the record date mentioned below (as defined in paragraph (d) below), the Holders of unexercised Warrants as of such record date, upon exercise of such Warrants, shall receive the same rights, options or warrants which such Holder would have received or have been entitled to receive after such issuance, had such Warrants been exercised immediately prior to such issuance or any record date with respect thereto. Such adjustment shall be made whenever such rights, options or warrants are issued as described above, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) If the Company distributes to all holders of its Common Shares, without any charge to such holders, shares of its stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends and dividends or distributions referred to in paragraph (a) or (b) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (a) or (b) above), then in each case the Holders of unexercised Warrants as of the record date mentioned below, upon exercise of such warrants, shall receive the same distribution which such Holder would have received or have been entitled to receive after such distribution, had such Warrants been exercised immediately prior to such distribution or any record date with respect thereto. Such adjustment shall be made whenever any such distribution is made as described above, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraph (b) of this Section 8, the current "Market Price" per Common Share at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Shares on The Nasdaq National or SmallCap Market or any comparable system, or if the Common Shares are not listed on The Nasdaq Stock Market or a comparable system, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five three (53) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common StockShares" shall mean (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders become entitled to purchase any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10 hereof, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 2 contracts
Samples: Warrant Agreement (Somanetics Corp), Warrant Agreement (Somanetics Corp)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon exercise of each Adelphi Warrant shall be subject to adjustment from time to time upon the happening of certain eventsevents that may occur after the date hereof and prior to the Expiration Date, as follows:
(a) A. In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common StockStock into a greater number of shares, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue by a reclassification of its shares of Common Stock or other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Shares purchasable upon exercise of each Adelphi Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Adelphi Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Adelphi Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) Paragraph A shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
B. In the event the Company shall issue rights, options or warrants to all (bor substantially all) holders of its shares of Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this Paragraph B) to subscribe for or to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the Exercise Price per share of Common Stock in effect immediately prior to such issuance or sale, the number of Warrant Shares thereafter purchasable upon exercise of each Adelphi Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Adelphi Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
C. In case the Company shall distribute to all (or substantially all) holders of its shares of Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in Paragraph A above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in Paragraph B above), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Adelphi Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Adelphi Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in Paragraph D below) on the record date mentioned below in this Paragraph C, and of which the denominator shall be the current market price per share of Common Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company) of the portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
D. For the purpose of any computation under Paragraph C of this Section 6, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for the 15 consecutive trading days commencing 20 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in such case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on the National Association of Securities Dealers Automated Quotation ("NASDAQ") system or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
E. No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) % in the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant; provided, however, that any adjustments which by reason of this paragraph (e) Paragraph E are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or eventsadjustment. All calculations shall be made to the nearest one thousandth of a share.
(c) Whenever . Anything in this Section 6 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant, in addition to those required by this Section 6, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Stock, subdivision, reclassification or combination of shares of Common Stock, issuance of rights, warrants or options to purchase Common Stock, or distribution of shares of stock other than Common Stock, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Stock shall not result in any tax to the holders of its Common Stock or securities convertible into Common Stock.
F. Whenever the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the such Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.
(d) G. For the purpose of this Section 86, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at as the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, or as a result of an adjustment made pursuant to Paragraph A above, the Holders shall become entitled to purchase any shares of Capital Stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Adelphi Warrant and the Exercise Price of such shares shall be subject to adjustment from par value time to no par valuetime in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in Paragraphs A through F, inclusive, above, and paragraphs H through M, inclusive, of this Section 6, and the provisions of Sections 3, 4, 5 and 8, with respect to the Warrant Shares, shall apply on like terms to any such shares.
Appears in 2 contracts
Samples: Warrant Agreement (Educational Video Conferencing Inc), Warrant Agreement (Educational Video Conferencing Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In A. Xx case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including Company, other than any such reclassification in connection with the consolidation or merger in to which the Company is the continuing corporation)paragraph (j) of this Section 8 applies, the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder and any permitted Holder of each Warrant thereof shall be entitled to receive the kind and number of Shares shares of Common Stock or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
B. Xx case the Company shall issue rights, options or warrants to all holders of its Common Stock, entitling them to subscribe for or to purchase shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than "poison pill" rights referred to in paragraph (1) of this Section 8) at a price per share (or having a conversion price per share) that is lower on the record date for the determination of stockholders entitled to receive such rights, options or warrants than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of such Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to the record date for the determination of stockholders entitled to receive such rights, options or warrants.
C. Xx case the Company shall distribute to all holders of its Common Stock shares of stock (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends out of retained earnings and dividends or distributions referred to in paragraph (a) of this Section 8) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) No above and paragraph (1) below), then in each case the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon the exercise of such Warrant by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution, retroactive to the record date for the determination of stockholders entitled to receive such distribution.
D. For the purpose of any computation under paragraphs (b) and (c) of this Section 8 or under Section 4 or Section 9, the current market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices per share for the 30 consecutive trading days commencing 45 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock on the Nasdaq National Market System ("NASDAQ") or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
E. Xx adjustment in the number of Shares purchasable hereunder upon exercise of each Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent (1%I%) in the number of Shares purchasable upon the exercise of each Warrant; providedPROVIDED, howeverHOWEVER, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or eventsadjustment. All calculations shall be made to the nearest one thousandth of a share.
(c) F. Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the such Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(d) G. For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, or as a result of an adjustment made pursuant to paragraph (a) above, any Warrant Holder shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price thereof shall be subject to adjustment from par value time to no par valuetime in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8, and the provisions of Sections 4, 5, 7, 9 and 12, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price Price, the Class B Exercise Price, and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(aA) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock subdivide or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration), (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller greater or lesser number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the consolidation or merger in which the Company is the continuing corporation)shares, the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event subdivision or combination or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(bB) No adjustment in In case the number of Shares purchasable hereunder Company shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years time after the happening date hereof pay a dividend in shares of the specified event Common Stock or events. All calculations shall be made to the nearest one thousandth make a distribution in shares of a share.
(c) Whenever the number of Shares purchasable Common Stock, then upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such dividend or distribution the Exercise Price in effect immediately prior to such adjustment dividend or distribution shall forthwith be reduced to a price determined by dividing:
(1) an amount equal to the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, by
(2) the total number of shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution.
(C) In case of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection (a) above or Subsection (l) below), any Warrant Holder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a fraction, of which certified Board resolution filed with the numerator Warrant Agent) shall be made for the application of this Section with respect to the rights and interests thereafter of the Warrant Holders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section (including the adjustments of the number of Shares shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions of this Subsection shall similarly apply to successive reorganizations or reclassifications.
(D) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1) file with the Warrant immediately prior Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and of which the denominator shall be the number of Shares so purchasable immediately thereafterapplicable Exercise Price thereof.
(dE) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to not less than $.05.
(G) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, and 7, with respect to the Shares (and Class B Warrants, if applicable), shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Xxxxxxxxx Xxxx Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Xxxxxxxxx Xxxx Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Xxxxxxxxx Xxxx Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Xxxxxxxxx Xxxx Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) No adjustment In case the Company shall issue rights, options or warrants to all holders of its Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the Current Market Price per share of Common Stock, the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares thereafter purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made Xxxxxxxxx Xxxx Warrant shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(c) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted determined by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(d) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value.the
Appears in 1 contract
Samples: Warrant Agreement (Ragar Corp)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including Company, other than any such reclassification in connection with the consolidation or merger in to which the Company is the continuing corporation)paragraph (j) of this Section 8 applies, the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder and any permitted Holder of each Warrant thereof shall be entitled to receive the kind and number of Shares shares of Common Stock or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its Common Stock, entitling them to subscribe for or to purchase shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than "poison pill" rights referred to in paragraph (l) of this Section 8) at a price per share (or having a conversion price per share) that is lower on the record date for the determination of stockholders entitled to receive such rights, options or warrants than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of such Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to the record date for the determination of stockholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its Common Stock shares of stock (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends out of retained earnings and dividends or distributions referred to in paragraph (a) of this Section 8) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above and paragraph (l) below), then in each case the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon the exercise of such Warrant by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution, retroactive to the record date for the determination of stockholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8 or under Section 4 or Section 9, the current market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices per share for the 30 consecutive trading days commencing 45 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock on the Nasdaq National Market System ("NASDAQ") or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder upon exercise of each Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or eventsadjustment. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the such Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, or as a result of an adjustment made pursuant to paragraph (a) above, any Warrant Holder shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price thereof shall be subject to adjustment from par value time to no par valuetime in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8, and the provisions of Sections 4, 5, 7, 9 and 12, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Strasbourger Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock Shares in shares of Common Stock Shares or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Shares, (ii) subdivide its outstanding shares of Common StockShares, (iii) combine its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock Shares or (iv) issue by reclassification of its shares of Common Stock Shares other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Strasbourger Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Strasbourger Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Strasbourger Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its Common Shares, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase Common Shares at a price per share that is lower at the record date mentioned below than the then current market price per Common Share (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Strasbourger Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Strasbourger Warrant by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the then current market price per Common Share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Strasbourger Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Strasbourger Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per Common Share at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Shares on the Nasdaq SmallCap Market or any comparable system, or if the Common Shares are not listed on the Nasdaq SmallCap Market or a comparable system, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at 7 least one percent (1%) in the number of Shares purchasable upon the exercise of each Strasbourger Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment adjustment, but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable upon the exercise of each Strasbourger Warrant, in addition to those required by this Section 8, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Shares, subdivision, reclassification or combination of Common Shares, issuance of rights, warrants or options to purchase Common Shares, or distribution of shares of stock other than Common Shares, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Shares shall not result in any tax to the holders of its Common Shares or securities convertible into Common Shares.
(cf) Whenever the number of Shares purchasable upon the exercise of each Strasbourger Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Strasbourger Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common StockShares" shall mean (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than Common Shares, thereafter the number of such 8 other shares so purchasable upon exercise of each Strasbourger Warrant and the Exercise Price of such shares 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 paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Warrant Agreement (Diversified Senior Services Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Representative Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock Shares in shares of Common Stock Shares or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Shares, (ii) subdivide its outstanding shares of Common StockShares, (iii) combine its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock Shares or (iv) issue by reclassification of its shares of the Common Stock Shares other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Representative Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Representative Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Representative Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
b) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Representative Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Representative Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
i) For the purpose of any computation under paragraph (c) of this Section 8, the current market price per Common Share at any date shall be the greater of (i) the average of the daily closing prices for five consecutive trading days commencing ten trading days before the date of such computation; and (ii) the last sale price on the date before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case (A) if the Common Stock is listed on the American Stock Exchange ("AMEX") or other national securities exchange or quoted on the NASDAQ Stock Market or OTC Bulletin Board maintained by the National Association of Securities Dealers, Inc. (the “OTCBB”) (or a successor exchange or quotation service), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the AMEX, such exchange, the NASDAQ Stock market or the OTCBB, as the case may be; and (B) if the Common Stock is not listed on AMEX or a national securities exchange or quoted on the NASDAQ Stock Market or the OTCBB (or a successor exchange or quotation service), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) if the current market value of the Common Stock cannot be determined pursuant to clause (A) or (B) above, such price as the Board of Directors of the Company shall determine, in good faith.
c) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Representative Warrant; provided, however, that any adjustments which by reason of this paragraph (ed) are not required to be made shall be carried forward and taken into account in any subsequent adjustment adjustment, but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable upon the exercise of each Representative Warrant, in addition to those required by this Section 8, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Shares, subdivision, reclassification or combination of Common Shares, issuance of rights, warrants or options to purchase Common Shares, or distribution of shares of capital stock other than Common Shares, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Shares, shall not result in any tax to the holders of its Common Shares or securities convertible into Common Shares.
(cd) Whenever the number of Shares purchasable upon the exercise of each Representative Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Representative Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(de) For the purpose of this Section 8, the term "shares of “Common Stock" Shares” shall mean (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of each Representative Warrant and the Exercise Price of such shares 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 paragraphs (a) through (e), inclusive, and paragraphs (g) through (k), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock Shares in shares of Common Stock Shares or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Shares, (ii) subdivide its outstanding shares of Common StockShares, (iii) combine its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock Shares or (iv) issue by reclassification of its shares of the Common Stock Shares other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Underwriter Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Underwriter Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Underwriter Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(c) For the purpose of any computation under paragraph (c) of this Section 8, the current market price per Common Share at any date shall be the greater of (i) the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such computation and (ii) the last sale price on the date before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Shares on the Nasdaq SmallCap Market or any comparable system, or if the Common Shares are not listed on the Nasdaq SmallCap Market or a comparable system, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(d) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Underwriter Warrant; provided, however, that any adjustments which by reason of this paragraph (ed) are not required to be made shall be carried forward and taken into account in any subsequent adjustment adjustment, but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable upon the exercise of each Underwriter Warrant, in addition to those required by this Section 8, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Shares, subdivision, reclassification or combination of Common Shares, issuance of rights, warrants or options to purchase Common Shares, or distribution of shares of capital stock other than Common Shares, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Shares, shall not result in any tax to the holders of its Common Shares or securities convertible into Common Shares.
(ce) Whenever the number of Shares purchasable upon the exercise of each Underwriter Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Underwriter Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(df) For the purpose of this Section 8, the term "shares of ‘‘Common Stock" Shares’’ shall mean (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of each Underwriter Warrant and the Exercise Price of such shares 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 paragraphs (a) through (e), inclusive, and paragraphs (g) through (k), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.
(g) The Company may, at its option, at any time during the term of the Underwriter Warrants, reduce the then current Exercise Price to any amount deemed appropriate by the Board of Directors of the Company.
(h) Whenever the number of Shares issuable upon the exercise of each Underwriter Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall promptly mail by first class mail postage prepaid to each Holder notice of such adjustment or adjustments. The Company shall retain a firm of independent public accountants (who may be the regular accountants employed by the Company) to make any computation required by this Section 8 and shall cause such accountants to prepare a certificate setting forth the number of Shares issuable upon the exercise of each Underwriter Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such certificate shall be conclusive on the correctness of such adjustment and each Holder shall have the right to inspect such certificate during reasonable business hours.
(i) Except as provided in this Section 8, no adjustment in respect of any dividends shall be made during the term of the Underwriter Warrants or upon the exercise of the Underwriter Warrants.
(j) In case of any consolidation of the Company with or merger of, the Company with or into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation (or an affiliate of such successor or purchasing corporation), as the case may be, agrees that each Holder shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of each Underwriter Warrant the kind and amount of shares and other securities and property (including cash) which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had such Underwriter Warrant been exercised immediately prior to such action. The provisions of this paragraph (1) shall similarly apply to successive consolidations, mergers, sales or conveyances.
(k) Notwithstanding any adjustment in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Underwriter Warrants pursuant to this Agreement, certificates for Underwriter Warrants issued prior or subsequent to such adjustment may continue to express the same price and number and kind of Shares as are initially issuable pursuant to this Agreement.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon exercise of each Underwriter's Warrant shall be subject to adjustment from time to time upon the happening of certain eventsevents that may occur after the date hereof and prior to the Expiration Date, as follows:
(a) In case A. If the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common StockStock into a greater number of shares, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Shares purchasable upon exercise of each Underwriter's Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Underwriter Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant Underwriter's Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) Paragraph A shall become effective immediately after the effective date of such event retroactive to immediately after the any record date, if any, date for such event.
(b) No adjustment B. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise of each Underwriter's Warrant; provided, howeverin addition to those required by this Section 8, as it in its discretion shall determine to be advisable in order that any adjustments which dividend or distribution in shares of Common Stock, subdivision, combination or reclassification of shares of Common Stock, issuance of rights, options or warrants to purchase Common Stock, or distribution of shares of stock other than Common Stock, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by reason the Company to the holders of this paragraph (e) are its Common Stock shall not required to be made shall be carried forward and taken into account result in any subsequent adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made tax to the nearest one thousandth holders of a shareits Common Stock or securities convertible into Common Stock.
(c) C. Whenever the number of Warrant Shares purchasable upon the exercise of each Underwriter's Warrant is adjusted, as herein provided, the Exercise Price thereof shall be adjusted by multiplying the each such Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Underwriter's Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.
(d) D. For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. If at any time, as a result of an adjustment made pursuant to Paragraph A above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so purchasable upon exercise of each Underwriter's Warrant and the Exercise Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained in Paragraphs A through C, inclusive, above, and Paragraphs E through G, inclusive, of this Section 8.
Appears in 1 contract
Samples: Warrant Agreement (Advanced Electronic Support Products Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock Shares in shares of Common Stock Shares or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Shares, (ii) subdivide its outstanding shares of Common StockShares, (iii) combine its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock Shares or (iv) issue by reclassification of its shares of the Common Stock Shares other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Underwriter Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Underwriter Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Underwriter Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its Common Shares, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase Common Shares at a price per share that is lower at the record date mentioned below than the then current market price per Common Share (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the then current market price per Common Share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per Common Share at any date shall be the greater of (i) the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such computation and (ii) the last sale price on the date before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Shares on the American Stock Exchange ("AMEX") or any comparable system, or if the Common Shares are not listed on the AMEX or a comparable system, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Underwriter Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment adjustment, but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable upon the exercise of each Underwriter Warrant, in addition to those required by this Section 8, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Shares, subdivision, reclassification or combination of Common Shares, issuance of rights, warrants or options to purchase Common Shares, or distribution of shares of capital stock other than Common Shares, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Shares, shall not result in any tax to the holders of its Common Shares or securities convertible into Common Shares.
(cf) Whenever the number of Shares purchasable upon the exercise of each Underwriter Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Underwriter Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common StockShares" shall mean (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of each Underwriter Warrant and the Exercise Price of such shares 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 paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.
(h) Upon the expiration of any rights, options, warrants or conversion rights or exchange privileges, if any thereof shall not have been exercised, the Exercise Price and the number of Common Shares purchasable upon the exercise of each Underwriter War-rant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it originally been adjusted (or had the original adjustment not been required, as the case may be) as if (i) the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion rights or exchange privileges and (ii) such Common Shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all of such rights, options, warrants or conversion rights or exchange privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Exercise Price by an amount in excess of the amount of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion rights or exchange privileges.
(i) The Company may, at its option, at any time during the term of the Underwriter Warrants, reduce the then current Exercise Price to any amount deemed appropriate by the Board of Directors of the Company.
(j) Whenever the number of Shares issuable upon the exercise of each Underwriter Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall promptly mail by first class mail postage prepaid to each Holder notice of such adjustment or adjustments. The Company shall retain a firm of independent public accountants (who may be the regular accountants employed by the Company) to make any computation required by this Section 8 and shall cause such accountants to prepare a certificate setting forth the number of Shares issuable upon the exercise of each Underwriter Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such certificate shall be conclusive on the correctness of such adjustment and each Holder shall have the right to inspect such certificate during reasonable business hours.
(k) Except as provided in this Section 8, no adjustment in respect of any dividends shall be made during the term of the Underwriter Warrants or upon the exercise of the Underwriter Warrants.
(l) In case of any reorganization, consolidation of the Company with or merger of, the Company with or into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation (or an affiliate of such successor or purchasing corporation), as the case may be, agrees that each Holder shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of each Underwriter Warrant the kind and amount of shares and other securities and property (including cash) which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had such Underwriter Warrant been exercised immediately prior to such action. In any reorganization described above, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. The provisions of this paragraph (l) shall similarly apply to successive consolidations, mergers, sales or conveyances.
(m) Notwithstanding any adjustment in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Underwriter Warrants pursuant to this Agreement, certificates for Underwriter Warrants issued prior or subsequent to such adjustment may continue to express the same price and number and kind of Shares as are initially issuable pursuant to this Agreement.
Appears in 1 contract
Samples: Warrant Agreement (Edutrades, Inc.)
Adjustments of Exercise Price and Number of Shares. The Class C - One Year Warrant Exercise Price, the Class D - Eighteen Month Warrant Exercise Price, the Class E - Two Year Warrant Exercise Price, the Class F - Three Year Warrant Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case If the Company at any time during the Exercise Period shall, by subdivision, combination or re-classification of securities, change any of the securities to which purchase rights under the Warrant exist under the same or different number of securities of any class or classes, the Warrant shall (i) declare thereafter entitle the Warrant Holder to acquire such number and kind of securities as would have been issuable as a dividend on its result of such change with respect to the Warrant Shares immediately prior to such subdivision, combination, or re-classification. If Shares of the Company's Common Stock in shares are subdivided into a greater number of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration), (ii) subdivide its outstanding shares Shares of Common Stock, (iii) combine its outstanding shares the purchase price for the Warrant Shares shall be proportionately increased; and conversely, if Shares of the Company's Common Stock in to are combined into a smaller number of shares Shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the consolidation or merger in which the Company is the continuing corporation)Stock, the number of Shares purchasable upon exercise of each Warrant immediately prior thereto price shall be adjusted so that proportionately increased, and the Holder and any permitted Holder of each Warrant Shares shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such eventproportionately decreased.
(b) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(c) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(d) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Warrant Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Warrant Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 Warrant Agreement.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon the exercise of each this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) any of the following. In case the Company shall (i) declare pay a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance to holders of its outstanding Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common StockStock into a greater number of shares, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock Stock, or (iv) issue by any shares of its capital stock in a reclassification of its shares of the Common Stock other securities of the Company (including any such reclassification in connection with the consolidation or merger in which the Company is the continuing corporation)Stock, then the number of Warrant Shares purchasable upon exercise of each this Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the happening number of Warrant Shares purchasable pursuant hereto immediately prior to such event adjustment and dividing by the number of Warrant Shares or any record date with respect theretoother securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(c) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(d) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Large Scale Biology Corp)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its shares of Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its shares of Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per share of Common Stock at any date (the "Current Market Price") shall be the average of the daily closing bid prices for the five (5) consecutive trading days before the date of such computation. The closing price for each day shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on the Nasdaq system or any comparable system, or if the Common Stock is not listed on the Nasdaq system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 paragraphs (a) through (f) inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Warrant Agreement (Media Logic Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its shares of Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its shares of Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per share of Common Stock at any date (the "Current Market Price") shall be the average of the daily closing bid prices for the five (5) consecutive trading days before the date of such computation. The closing price for each day shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on the Nasdaq system or any comparable system, or if the Common Stock is not listed on the Nasdaq system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value.Company
Appears in 1 contract
Samples: Warrant Agreement (Ride Inc)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case If the Company shall (i) declare declares a dividend on its Common Stock in shares of Common Stock or make makes a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide subdivides its outstanding shares of Common Stock, (iii) combine combines its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock or (iv) issue issues by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporationsurviving entity), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) If the Company issues rights, options or warrants to all holders of its Common Stock, without any charge to such holders, entitling them to subscribe for or to purchase Common Stock at a price per share lower than the then current Market Price per share at the record date mentioned below (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current Market Price per share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) If the Company issues without charge to all holders of its Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current Market Price per share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current Market Price per share on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current "Market Price" per share at any date shall be the average of the per share daily closing prices for Common Stock for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which shares of Common Stock are listed or admitted to trading, or if the are not listed or admitted to trading on any national securities exchange, but are traded in the over-the- counter market, the closing sale per share of Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for shares of Common Stock on the NASDAQ NMS or SmallCap Stock Markets or any comparable system, or if shares of Common Stock are not listed on the NASDAQ Stock Market or a comparable system, the closing sale price per share of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or eventsadjustment. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of shares of such shares class of stock consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders become entitled to purchase any shares of capital stock of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10 hereof, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Warrant Agreement (Central European Distribution Corp)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock Shares in shares of Common Stock Shares or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Shares, (ii) subdivide its outstanding shares of Common StockShares, (iii) combine its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock Shares or (iv) issue by reclassification of its shares of Common Stock Shares other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), then, in such case, the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) No In case the Company shall issue rights, options or warrants to all holders of its Common Shares, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase Common Shares at a price per share that is lower at the record date mentioned below than the then current market price per Common Share (as defined in paragraph (d) below), then, in such case, the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the then current market price per Common Share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.
(c) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 10, the current market price per Common Share at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Shares on the Nasdaq National Market or any comparable system, or if the Common Shares are not listed on the Nasdaq National Market or a comparable system, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) If and whenever subsequent to the issuance of any Warrant hereunder the Company shall issue or sell any shares of its Common Stock (including shares now or hereafter held in the treasury of the Company but not including shares issued in connection with a joint venture, strategic alliance, merger or similar transaction, or upon the exercise of an option granted to an employee of, or a consultant to, the Company or a Warrant issued hereunder) for a consideration per share less than the Exercise Price in effect on the date of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price determined by dividing (a) an amount equal to the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (ii) the consideration, if any, received by the Company upon such issue or sale, by (b) the total number of shares of Common Stock outstanding immediately after such issue or sale.
(f) Notwithstanding the provisions of the foregoing paragraphs (a) through (e), no adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (ef) are not required to be made shall be carried forward and taken into account in any subsequent adjustment adjustment, but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. Anything in this Section 10 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable upon the exercise of each Warrant, in addition to those required by this Section 10, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Shares, subdivision, reclassification or combination of Common Shares, issuance of rights, warrants or options to purchase Common Shares, or distribution of shares of stock other than Common Shares, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Shares shall not result in any tax to the holders of its Common Shares or securities convertible into Common Shares.
(cg) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dh) For the purpose of this Section 810, the term "shares of “Common Stock" Shares” shall mean (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 paragraphs (a) through (g), inclusive, and paragraphs (i) through (n), inclusive, of this Section 10, and the provisions of Sections 4, 7, 9 and 12, with respect to the Shares, shall apply on like terms to any such other shares.
(i) Upon the expiration of any rights, options, warrants or conversion rights or exchange privileges, if any thereof shall not have been exercised, the Exercise Price and the number of Common Shares purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it originally been adjusted (or had the original adjustment not been required, as the case may be) as if (i) the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion rights or exchange privileges and (ii) such Common Shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all of such rights, options, warrants or conversion rights or exchange privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Exercise Price by an amount in excess of the amount of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion rights or exchange privileges.
(j) The Company may, at its option, at any time during the term of the Warrants, reduce the then current Exercise Price to any amount deemed appropriate by the Board of Directors of the Company.
(k) Whenever the number of Shares issuable upon the exercise of each Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall promptly mail by first class mail postage prepaid, to each Holder notice of such adjustment or adjustments. The Company shall retain a firm of independent public accountants (who may be the regular accountants employed by the Company) to make any computation required by this Section 10 and shall cause such accountants to prepare a certificate setting forth the number of Shares issuable upon the exercise of each Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such certificate shall be conclusive on the correctness of such adjustment and each Holder shall have the right to inspect such certificate during reasonable business hours.
(l) Except as provided in this Section 10, no adjustment in respect of any dividends shall be made during the term of the Warrants or upon the exercise of the Warrants.
(m) In case of any consolidation of the Company with or merger of, the Company with or into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation (or an affiliate of such successor or purchasing corporation), as the case may be, agrees that each Holder shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property (including cash) which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had such Warrant been exercised immediately prior to such action. The provisions of this paragraph (l) shall similarly apply to successive consolidations, mergers, sales or conveyances.
(n) Notwithstanding any adjustment in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Warrants pursuant to this Agreement, certificates for Warrants issued prior or subsequent to such adjustment may continue to express the same price and number and kind of Shares as are initially issuable pursuant to this Agreement.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Placement Agent Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock in to into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Placement Agent Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Placement Agent Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Placement Agent Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to all holders of its Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the Current Market Price per share of Common Stock, the number of Shares thereafter purchasable upon exercise of each Placement Agent Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Placement Agent Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective on the date of issuance.
(c) In case the Company shall distribute to all holders of its shares of Common Stock shares of stock (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Placement Agent Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Placement Agent Warrant, by a fraction, of which the numerator shall be the Current Market Price per share of Common Stock on the record date mentioned below in this paragraph (c), and of which the denominator shall be the Current Market Price per share of Common Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock (other than Common Stock) or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities, applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution.
(d) For the purpose of any computation under this Agreement, the Current Market Price per share of Common Stock at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on the Nasdaq Stock Market ("NASDAQ") system or any comparable system, or if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Placement Agent Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment adjustment, but not later than five (5) three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make
(cf) Whenever the number of Shares purchasable upon the exercise of each Placement Agent Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Placement Agent Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Placement Agent Warrant and the Exercise Price of such Shares 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 paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case If the Company shall (i) declare declares a dividend on its Common Stock in shares of Common Stock or make makes a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Stock, (ii) subdivide subdivides its outstanding shares of Common Stock, (iii) combine combines its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock or (iv) issue issues by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporationsurviving entity), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) If the Company issues rights, options or warrants to all holders of its Common Stock, without any charge to such holders, entitling them to subscribe for or to purchase Common Stock at a price per share lower than the then current Market Price per share at the record date mentioned below (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current Market Price per share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.
(c) If the Company distributes to all holders of its Common Stock shares of stock other than Common Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current Market Price per share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current Market Price per share on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current "Market Price" per share at any date shall be the average of the per share daily closing prices for Common Stock for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which shares of Common Stock are listed or admitted to trading, or if the are not listed or admitted to trading on any national securities exchange, but are traded in the over-the- counter market, the closing sale per share of Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for shares of Common Stock on the NASDAQ NMS or SmallCap Stock Markets or any comparable system, or if shares of Common Stock are not listed on the NASDAQ Stock Market or a comparable system, the closing sale price per share of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose.
(e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or eventsadjustment. All calculations shall be made to the nearest one thousandth of a share.
(cf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares shares so purchasable immediately thereafter.
(dg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of shares of such shares class of stock consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders become entitled to purchase any shares of capital stock of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10 hereof, with respect to the Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Samples: Warrant Agreement (Central European Distribution Corp)
Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(a) In case the Company shall (i) declare a dividend on its Common Stock Shares in shares of Common Stock Shares or make a distribution in shares of Common Stock (other than an issuance of Common Stock for valuable consideration)Shares, (ii) subdivide its outstanding shares of Common StockShares, (iii) combine its outstanding shares of Common Stock in to Shares into a smaller number of shares of Common Stock Shares or (iv) issue by reclassification of its shares of the Common Stock Shares other securities of the Company (including any such reclassification in connection with the a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Underwriter Warrant immediately prior thereto shall be adjusted so that the Holder and any permitted Holder of each Underwriter Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Underwriter Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(b) No adjustment In case the Company shall issue rights, options or warrants to all holders of its Common Shares, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase Common Shares at a price per share that is lower at the record date mentioned below than the then current market price per Common Share (as defined in paragraph (d) below), the number of Shares thereafter purchasable hereunder upon exercise of each Underwriter Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in determined by multiplying the number of Shares theretofore purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than five (5) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share.
(c) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(d) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value.upon
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