Adjustments to Aggregate Number. The Aggregate Number shall be ------------------------------- subject to adjustment from time to time as follows and thereafter as adjusted shall be deemed to be the Aggregate Number hereunder. (a) Reorganization, Reclassification, Consolidation, Merger or Sale. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another person, or the sale, transfer or lease of all or substantially all of its assets to another person shall be effected in such a way that holders of Ordinary Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for their shares, then provision shall be made, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in addition to or in exchange for, as applicable, the Warrant Shares subject to this Warrant immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby if exercise of the Warrant has occurred immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company will not effect any such consolidation, merger, sale, transfer or lease unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (1) the obligation to deliver to such Holder such securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and (2) all other obligations of the Company under this Warrant. The provisions of this Section 5(a) shall similarly apply to successive consolidations, mergers, exchanges, sales, transfers or leases.
Appears in 6 contracts
Samples: Warrant Agreement (Senetek PLC /Eng/), Warrant Agreement (Senetek PLC /Eng/), Warrant Agreement (Senetek PLC /Eng/)
Adjustments to Aggregate Number. The Aggregate Number shall be ------------------------------- subject to adjustment from time to time as follows and thereafter as adjusted shall be deemed to be the Aggregate Number hereunder.
(a) Reorganization, Reclassification, Consolidation, Merger or Sale. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another person, or the sale, transfer or lease of all or substantially all of its assets to another person shall be effected in such a way that holders of Ordinary Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for their shares, then provision shall be made, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in addition to or in exchange for, as applicable, the Warrant Shares subject to this Warrant immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby if exercise of the Warrant has occurred immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company will not effect any such consolidation, merger, sale, transfer or lease unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (1) the obligation to deliver to such Holder such securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and (2) all other obligations of the Company under this Warrant. The provisions of this Section 5(a) shall similarly apply to successive consolidations, mergers, exchanges, sales, transfers or leases.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Senetek PLC /Eng/), Warrant Agreement (Senetek PLC /Eng/), Warrant Agreement (Senetek PLC /Eng/)
Adjustments to Aggregate Number. The Aggregate Number shall be ------------------------------- subject to adjustment from time to time as follows and thereafter as adjusted shall be deemed to be the Aggregate Number hereunder.
(a) ReorganizationIn case at any time or from time to time prior to the Expiration Date the Company shall:
(i) take a record of the holders of any equity capital of the Company for the purpose of entitling them to receive a dividend payable in, Reclassificationor other distribution of, Consolidationsuch equity capital,
(ii) subdivide its outstanding shares of equity capital into a larger number of shares, Merger or
(iii) combine its outstanding shares of equity capital into a smaller number of shares, then the Aggregate Number in effect immediately prior thereto shall be adjusted so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the number of shares of Common Stock that such Holder would have owned or Sale. If have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to the occurrence of such event.
(b) In case at any time or from time to time prior to the Expiration Date, the Company shall take a record of the holders of its equity capital reorganization for the purpose of entitling them to receive any dividend or reclassification other distribution (collectively, a "Distribution") of:
(i) cash (other than dividends payable out of earnings or any surplus legally available for the payment of dividends under the laws of the state of incorporation of the Company),
(ii) any evidences of its indebtedness (other than Convertible Securities), any shares of its capital stock (other than additional shares of Common Stock or Convertible Securities) or any consolidation other securities or merger property of any nature whatsoever (other than cash), or
(iii) any options or warrants or other rights to subscribe for or purchase any of the Company with another person, or the sale, transfer or lease of all or substantially all following: any evidences of its assets to another person shall be effected in such a way that holders indebtedness (other than Convertible Securities), any shares of Ordinary Shares its capital stock (other than additional shares of Common Stock or Convertible Securities) or any other securities or property of any nature whatsoever, then the Holder shall be entitled to receive stock, securities or assets with respect to or in exchange for their shares, then provision shall be made, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in exercise of this Warrant and at any time on or after the taking of such record, the number of shares of Common Stock to be received upon exercise of this Warrant determined as stated herein and, in addition to or in exchange for, as applicableand without further payment, the Warrant Shares subject cash, stock, securities, other property, options, warrants and/or other rights to this Warrant immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, which such securities or assets as Holder would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable upon the exercise entitled by way of the rights represented hereby Distribution and subsequent dividends and distributions if exercise of the such Holder (x) had exercised this Warrant has occurred immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company will not effect any such consolidation, merger, sale, transfer or lease unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (1) the obligation to deliver to such Holder such securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchaseDistribution, and (2y) all other obligations had retained the Distribution in respect of the Common Stock and all subsequent dividends and distributions of any nature whatsoever in respect of any stock or securities paid as dividends and distributions and originating directly or indirectly from such Common Stock. A reclassification of the Common Stock into shares of any other class of stock shall be deemed a Distribution by the Company under to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Warrant. The provisions paragraph (b) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such event shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of paragraph (a) of this Section 5(a) shall similarly apply to successive consolidations, mergers, exchanges, sales, transfers or leases5.
Appears in 1 contract
Adjustments to Aggregate Number. The Aggregate Number shall be ------------------------------- subject to adjustment from time to time as follows and thereafter as adjusted shall be deemed to be the Aggregate Number hereunder.
(a) Reorganization, Reclassification, Consolidation, Merger or Sale. If f any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another person, or the sale, transfer or lease of all or substantially all of its assets to another person shall be effected in such a way that holders of Ordinary Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for their shares, then provision shall be made, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in addition to or in exchange for, as applicable, the Warrant Shares subject to this Warrant immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby if exercise of the Warrant has occurred immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company will not effect any such consolidation, merger, sale, transfer or lease unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (1) the obligation to deliver to such Holder such securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and (2) all other obligations of the Company under this Warrant. The provisions of this Section 5(a) shall similarly apply to successive consolidations, mergers, exchanges, sales, transfers or leases.
Appears in 1 contract
Adjustments to Aggregate Number. (a) The Aggregate Number shall be ------------------------------- subject to adjustment from time to time as follows and thereafter and, thereafter, as adjusted adjusted, shall be deemed to be the Aggregate Number hereunder.
(ai) ReorganizationOn the Closing Date, Reclassificationthe Company shall exclude all of the Class A Warrants when determining the total number of outstanding shares of Common Stock on a Fully Diluted basis. The Aggregate Number shall be adjusted as of the Class A Warrant Expiration Date by adding to the then Aggregate Number a number equal to 13% multiplied by the number of Class A Warrant Shares issued during the period from the Closing Date through the Class A Warrant Expiration Date.
(ii) in case at any time or from time to time the Company shall:
(A) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, Consolidationor other distribution of, Merger Common Stock (a "Stock Dividend"),
(B) subdivide Its outstanding shares of Common Stock into a larger number of shares of Common Stock, including without limitation by means of a stock split (a "Stock Subdivision"), or
(C) combine Its outstanding shares of Common Stock into a smaller number of shares of Common Stock (a "Stock Combination"), then the Aggregate Number In effect immediately prior thereto shall be (1) proportionately increased in the case of a Stock Dividend or Salea Stock Subdivision and (2) proportionately decreased in the case of a Stock Combination. If In the event the Company shall declare or pay, without consideration, any dividend on the Common Stock payable in any right to acquire Common Stock for no consideration, then the Company shall be deemed to have made a Stock Dividend in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire Common Stock.
(iii) In case at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution with no consideration therefor (collectively, a "Distribution") of:
(A) cash,
(B) any evidences of its indebtedness (other than Convertible Securities), any shares of its capital reorganization stock (other than additional shares of Common Stock or Convertible Securities) or any other securities or property of any nature whatsoever (other than cash) or
(C) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of indebtedness (other than Convertible Securities), any shares of its capital stock (other than additional shares of Common Stock or Convertible Securities) or any other securities or property of any nature whatsoever, then each Holder shall be entitled to elect by written notice to the Company to receive (A) immediately and without further payment the cash, evidences of indebtedness, stock, securities, other property, options, warrants and/or other rights (or any portion thereof) to which such Holder would have been entitled by way of such Distribution as if such Holder had exercised its Warrant(s) immediately prior to such Distribution or (B) upon the exercise of its Warrant(s) at any time on or after the taking of such record, the number of Warrant Shares to be received upon exercise of such Warrant(s) determined or stated herein and, in addition and without further payment, the cash, evidences of indebtedness, stock, securities, other property, options, warrants and/or other rights (or any portion thereof) to which such Holder would have been entitled by way of such Distribution end subsequent dividends and distributions through the date of exercise as if such Holder (1) had exercised its Warrant(s) immediately prior to such Distribution and (2) had retained the Distribution in respect of the Common Stock and all subsequent dividends and distributions of any nature whatsoever in respect of any stock or securities paid as dividends and distributions and originating directly or indirectly from such Common Stock. A reclassification of the CompanyCommon Stock into shares of Common Stock and shares of any other class of stock shall be deemed a Distribution by the Company to the holders of its Common Stock of such shares of such other class of stock and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such event shall be deemed a Stock Subdivision or Stock Combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.10(a) hereof.
(iv) During the period (the "Incremental Equity Financing Period") from the Closing Date to September 1, 2000, in the event the Company issues any Capital Stock or warrants (other than the Warrants), options or other Convertible Securities (each, an "Incremental Equity Financing"), then upon the consummation of each such Incremental Equity Financing, the Aggregate Number will, as an anti-dilution adjustment, be increased by a number of shares of Common Stock (such additional number of shares of Common Stock, in each case, an "Anti-Dilution Increase"), equal to thirteen percent (13%) of the shares of Common Stock issued in such Incremental Equity Financing, or issuable upon full exercise or conversion of the Capital Stock or convertible Securities issued in such Incremental Financing. Notwithstanding the foregoing, no Anti-Dilution Increase shall be made for any consolidation of the following issuances of Capital Stock (and only for such issuances): (A) the issuance of Common Stock upon exercise of any warrants, options or merger other Convertible Securities convertible into any Capital Stock of the Company with another personthat were issued prior to the Closing Date and are listed on Schedule 4.10 attached hereto, (B) the issuance of additional stock options or the issuance of Common Stock upon the exercise of such additional stock options, pursuant to the Company's 1993 Stock Option Plan and 1997 Stock Incentive Plan, and (C) issuances of Capital Stock for cash in connection with Incremental Equity Financings completed during the Incremental Equity Financing Period after the aggregate net proceeds of all such financings exceed $15,000,000. The Company shall give prompt written notice of all equity issuances, including copies of all related documents, promptly to the Holders of the Warrants upon consummation thereof, whether or not such issuance is subject to the Anti-Dilution Increase.
(v) The following provisions shall be applicable to the making of adjustments of the Aggregate Number provided above in this Section 4.10(a):
(A) The adjustments required by the preceding paragraphs of this Section 4.10 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Aggregate Number that would otherwise be required shall be made (except in the case of a Stock Subdivision or Stock Combination, as provided for in Section 4.10(a)(ii) hereof) unless and until such adjustment either by itself or with other adjustments not previously made adds or subtracts at least one (1) share to or from the Aggregate Number immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4.10 and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.
(B) In computing adjustments under this Section 4.10(a), fractional in Common Stock shall be taken into account to the nearest one-hundredth (0.
01) of a share.
(C) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to shareholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.
(b) In case at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation share exchange, sale, transfer lease or lease other disposition of all or substantially all of its assets to another person the Company's assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the Common Stock shall be effected changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction, a way "Transaction"), then, as a Condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that holders of Ordinary Shares each Holder shall be entitled to elect by written notice to the Company to receive stock(i) a new warrant in form and substance similar to, securities or assets with respect to or in exchange for their shares, then provision shall be made, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in addition to or in exchange for, as applicableits Warrant(s) to purchase all or a portion of such securities or other property or (ii) upon exercise of its Warrant(s) at any time on or after the consummation of the Transaction, in lieu of the Warrant Shares subject issuable upon such exercise prior to this Warrant immediately theretofore purchasable and receivable upon such consummation, the exercise of the rights represented hereby, such securities or assets as other property (including cash) to which such Holder would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable entitled upon the exercise consummation of the rights represented hereby Transaction if exercise of the Warrant has occurred such Holder had exercised its Warrant(s) immediately prior thereto (subject to such reorganization, reclassification, consolidation, merger or saleadjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided in this Section 4.10). The Company will not effect any such consolidation, merger, sale, transfer or lease Transaction unless prior to the consummation thereof the successor each corporation or other entity (if other than the Company) resulting from such consolidation which may be required to deliver any new warrant, securities or merger or the entity purchasing or leasing such assets other property as provided herein shall assume assume, by written instrument (1) delivered to such Holder, the obligation to deliver to such Holder such new warrant, securities or assets as, other property as in accordance with the foregoing provisions, provisions such Holder may be entitled to purchase, receive and (2) such corporation or entity shall have delivered representations and warranties to such Holder stating that all other obligations of the terms of the new warrant or the original Warrant shall be enforceable against the Company under this Warrantand such corporation or entity in accordance with the terms hereof and thereof. The foregoing provisions of this Section 5(a4.10(b) shall similarly apply to successive consolidationsTransactions.
(c) In case at any time or from time to time the Company shall take any action of the type contemplated in Section 4.10(a) or (b) hereof but not expressly provided for by such provisions (including, mergerswithout limitation, exchangesthe granting of stock appreciation rights, salesphantom stock rights or other rights with equity features), transfers then, unless in the opinion of the board of directors such action will not have a material adverse effect upon the rights of any Holder (taking into consideration, if necessary, any prior actions which the board of directors deemed not to materially adversely affect the rights of any Holder), the Aggregate Number shall be adjusted in such manner and at such time as the board of directors of the Company may in good faith determine to be equitable in the circumstances.
(d) Whenever the Aggregate Number is to be adjusted pursuant to this Section 4.10, (other than pursuant to Section 4.1O(a)(i) or leasesSection 4.10(a)(iv)), the exercise Price shall be simultaneously adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which is the pre-adjustment Aggregate Number and the denominator of which is the post-adjustment Aggregate Number.
(e) Whenever the Aggregate Number is to be adjusted pursuant to this Section 4.10 the Company shall forthwith obtain a certificate signed by a firm of independent accountants of recognized national standing selected by the board of directors of the Company, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment is to be calculated. The certificate shall set forth, the new Aggregate Number, the new Exercise Price, and, if applicable, any new securities or property to which each respective Holder is entitled. The Company shall promptly cause a copy of such certificate, signed by the chief financial officer of the Company, to be delivered to each Holder. The Company shall keep at its Principal Office copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by any Holder or any prospective purchaser of a Warrant (in whole or in part) if so designated by a Holder.
Appears in 1 contract
Adjustments to Aggregate Number. The Aggregate Number shall ------------------------------- be ------------------------------- subject to adjustment from time to time as follows and thereafter as adjusted shall be deemed to be the Aggregate Number hereunder.
(a) Reorganization, Reclassification, Consolidation, Merger or Sale. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another person, or the sale, transfer or lease of all or substantially all of its assets to another person shall be effected in such a way that holders of Ordinary Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for their shares, then provision shall be made, in accordance with this Section 5, whereby the Holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in addition to or in exchange for, as applicable, the Warrant Shares subject to this Warrant immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such securities or assets as would have been issued or payable with respect to or in exchange for the Aggregate Number immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby if exercise of the Warrant has occurred immediately prior to such reorganization, reclassification, consolidation, merger or sale. In the event that the consideration payable to the holders of Ordinary Shares as a result of such reorganization, reclassification, consolidation, merger or sale consists solely of cash, the Holder shall be entitled to receive, upon exercise of this Warrant in full, an amount of cash (the "Cash Consideration Amount") equal to (x) the Aggregate Number in effect immediately prior to the consummation of such transaction, multiplied by the cash consideration payable per Ordinary Share as a result of such reorganization, reclassification, consolidation, merger or sale, minus (y) the aggregate Exercise Price payable hereunder. Upon the consummation of any such transaction, this Warrant shall thereafter represent solely the right to receive such Cash Consideration Amount and upon payment to the Holder of such Cash Consideration Amount or if the Cash Consideration Amount is a negative number, this Warrant shall be of no further force and effect. The Company agrees that it will make appropriate provision for the preservation of Holder's rights under this Warrant in any agreement or plan which it may enter into or adopt to effect any such consolidation, merger, sale, transfer or lease and shall not effect any such consolidation, merger, sale, transfer or lease unless at or prior to the consummation thereof thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing or leasing such assets shall assume by written instrument (1i) the obligation to deliver to such the Holder such securities or assets as, as the Holder may be entitled upon the exercise of this Warrant in accordance with the foregoing provisions, such Holder may be entitled to purchase, provisions and (2ii) all other obligations of the Company under pursuant to the terms and conditions of this Warrant. The provisions of this Section 5(a) shall similarly apply to successive consolidations, mergers, exchanges, sales, transfers or leases.
Appears in 1 contract