Common use of Adjustments; Stock Splits and Dividends Clause in Contracts

Adjustments; Stock Splits and Dividends. If the outstanding shares of the Company’s common stock shall be subdivided into a greater number of shares or a dividend in common stock shall be paid in respect of common stock, then the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of common stock shall be combined into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. If the Company deregisters its securities from the SEC’s reporting requirements by making the appropriate filings under Sections 12 and 15 of the Securities Exchange Act of 1934, then the Black Scholes Value buyout method of Section 2(b) shall apply.

Appears in 2 contracts

Samples: Warrant Agreement (Hooper Holmes Inc), Warrant Agreement (Hooper Holmes Inc)

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Adjustments; Stock Splits and Dividends. If the outstanding shares of the Company’s common stock shall be subdivided into a greater number of shares or a dividend in common stock shall be paid in respect of common stock, then the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of common stock shall be combined into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. If (x) a subdivision, stock dividend, or combination of shares described in this Section 2(a) is part of a “going private” or similar transaction resulting in the Company’s securities no longer trading on an Eligible Market (as defined below), or (y) the Company 8092037v3 deregisters its securities from the Securities and Exchange Commission’s (“SEC’s ’s”) reporting requirements by making the appropriate filings under Sections 12 and 15 of the Securities Exchange Act of 1934, then the Black Scholes Value buyout method of Section 2(b) shall apply.

Appears in 1 contract

Samples: Warrant Agreement (Hooper Holmes Inc)

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Adjustments; Stock Splits and Dividends. If the outstanding shares of the Company’s common stock shall be subdivided into a greater number of shares or a dividend in common stock shall be paid in respect of common stock, then the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If the outstanding shares of common stock shall be combined into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. If (x) a subdivision, stock dividend, or combination of shares described in this Section 2(a) is part of a “going private” or similar transaction resulting in the Company’s securities no longer trading on an Eligible Market (as defined below), or (y) the Company deregisters its securities from the SEC’s reporting requirements by making the appropriate filings under Sections 12 and 15 of the Securities Exchange Act of 1934, then the Black Scholes Value buyout method of Section 2(b) shall apply.

Appears in 1 contract

Samples: Warrant Agreement (Hooper Holmes Inc)

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