Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of the Warrant Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth: Section 5.1.1 If after the date hereof, and subject to the provisions of Section 5.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall be increased in proportion to such increase in outstanding shares. Section 5.1.2 If after the date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall be decreased in proportion to such decrease in outstanding shares. Section 5.1.3 In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. Section 5.1.4 This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof. Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a replacement Warrant providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such replacement Warrant shall provide for adjustments which shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergers.
Appears in 2 contracts
Samples: Warrant Agreement (Smart Move, Inc.), Warrant Agreement (Biopure Corp)
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of the Warrant Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth:
Section 5.1.1 If after the date hereof, and subject to the provisions of Section 5.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall be increased in proportion to such increase in outstanding shares.
Section 5.1.2 If after the date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall be decreased in proportion to such decrease in outstanding shares.
Section 5.1.3 In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Section 5.1.4 This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a replacement Warrant providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such replacement Warrant shall provide for adjustments which shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergers.other
Appears in 2 contracts
Samples: Warrant Agreement (Biopure Corp), Warrant Agreement (Biopure Corp)
Adjustments to Exercise Price and Number of Securities. The Exercise Price and (a) If the number of the Warrant Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth:
Section 5.1.1 If after the date hereof, and subject to the provisions of Section 5.2 below, the number of outstanding shares of the Company's Common Stock is increased by shall be subdivided or split into a stock greater number of shares, or a dividend payable in shares Common Stock shall be paid in respect of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereofStock, the number of shares of Common Stock underlying the Warrant shall be increased Exercise Price in proportion effect immediately prior to such increase in outstanding shares.
Section 5.1.2 If subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or split or immediately after the record date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall such dividend be decreased in proportion to such decrease in outstanding shares.
Section 5.1.3 In case of any reclassification or reorganization of proportionately reduced. If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse-split shall, simultaneously with the effectiveness of such combination or reverse-split, be proportionately increased.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the in par value of such shares of Common Stockor a subdivision or combination as provided for in subsection 2(a) above), or in the case of any consolidation or merger or consolidation of the Company with or into another corporation (other than corporation, or a consolidation transfer of all or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization substantially all of the outstanding shares assets of Common Stock)the Company, or in the case payment of a liquidating distribution, then, as part of any such reorganization, reclassification, consolidation, merger, sale or conveyance to another corporation or entity of liquidating distribution, lawful provision shall be made so that the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Registered Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) there after to receive upon the exercise hereofhereof (to the extent, for the same aggregate Exercise Price payable hereunder immediately prior to such eventif any, still exercisable) the kind and amount of shares of stock or other securities or property (including cash) receivable upon which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, reorganization, merger or consolidation, or upon a dissolution following any such merger, sale or transferliquidating distribution, by a as the case may be, such Registered Holder of had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company obtainable Company) shall be made in the applica tion of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Exercise Price) shall thereafter be applicable, as nearly as practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) 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 eventadjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.
(d) No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and if taken into account in any reclassification also results subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in a change this Section 2 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the per share Exercise Price, in addition to those required by this Section 2 as in its discretion it shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(e) Except as hereinafter provided, in case the Company shall at any time after the date hereof, but prior to the effective date of the IPO, issue or sell any shares of Common Stock covered by Section 5.1.1 Stock, including shares held in the Company's treasury, for a consideration per share less than either the Exercise Price or 5.1.2the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such adjustment shall be made pursuant to Sections 5.1.1issuance or sale, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Section 5.1.4 This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the shall (until another such issuance of new Warrant reflecting a required or permissive change shall not sale) be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver reduced to the Holder a replacement Warrant providing that price (calculated to the holder nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrantx) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised outstanding immediately prior to such consolidation, merger, issuance or sale multiplied by the lesser of the Exercise Price per share in effect immediately prior to such issuance or sale or transfer. Such replacement the Market Price in effect on the date immediately prior to such issuance or sale, plus (y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation.
(f) Upon the happening of any event requiring an adjustment of the Exercise Price hereunder, the Company shall forthwith give written notice thereto to the Registered Holder of this Warrant shall provide for adjustments stating the adjusted Exercise Price and the adjusted number of shares purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
(g) For the purposes of any computation to be made in accordance with Section 2, the following provisions shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergers.applicable:
Appears in 1 contract
Adjustments to Exercise Price and Number of Securities. The Exercise Price and (a) If the number of the Warrant Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth:
Section 5.1.1 If after the date hereof, and subject to the provisions of Section 5.2 below, the number of outstanding shares of the Company's Common Stock is increased by shall be subdivided or split into a stock greater number of shares, or a dividend payable in shares Common Stock shall be paid in respect of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereofStock, the number of shares of Common Stock underlying the Warrant shall be increased Exercise Price in proportion effect immediately prior to such increase in outstanding shares.
Section 5.1.2 If subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or split or immediately after the record date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall such dividend be decreased in proportion to such decrease in outstanding shares.
Section 5.1.3 In case of any reclassification or reorganization of proportionately reduced. If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse-split shall, simultaneously with the effectiveness of such combination or reverse-split, be proportionately increased.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the in par value of such shares of Common Stockor a subdivision or combination as provided for in subsection 2(a) above), or in the case of any consolidation or merger or consolidation of the Company with or into another corporation (other than corporation, or a consolidation transfer of all or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization substantially all of the outstanding shares assets of Common Stock)the Company, or in the case payment of a liquidating distribution, then, as part of any such reorganization, reclassification, consolidation, merger, sale or conveyance to another corporation or entity of liquidating distribution, lawful provision shall be made so that the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Registered Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereofhereof (to the extent, for the same aggregate Exercise Price payable hereunder immediately prior to such eventif any, still exercisable) the kind and amount of shares of stock or other securities or property (including cash) receivable upon which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, reorganization, merger or consolidation, or upon a dissolution following any such merger, sale or transferliquidating distribution, by a as the case may be, such Registered Holder of had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company obtainable Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Exercise Price) shall thereafter be applicable, as nearly as practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) 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 eventadjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.
(d) No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and if taken into account in any reclassification also results subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in a change this Section 2 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the per share Exercise Price, in addition to those required by this Section 2 as in its discretion it shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(e) Except as hereinafter provided, in case the Company shall at any time after the date hereof, but prior to the effective date of the IPO, issue or sell any shares of Common Stock covered by Section 5.1.1 Stock, including shares held in the Company's treasury, for a consideration per share less than either the Exercise Price or 5.1.2the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such adjustment shall be made pursuant to Sections 5.1.1issuance or sale, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Section 5.1.4 This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the shall (until another such issuance of new Warrant reflecting a required or permissive change shall not sale) be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver reduced to the Holder a replacement Warrant providing that price (calculated to the holder nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrantx) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised outstanding immediately prior to such consolidation, merger, issuance or sale multiplied by the lesser of the Exercise Price per share in effect immediately prior to such issuance or sale or transfer. Such replacement the Market Price in effect on the date immediately prior to such issuance or sale, plus (y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation.
(f) Upon the happening of any event requiring an adjustment of the Exercise Price hereunder, the Company shall forthwith give written notice thereto to the Registered Holder of this Warrant shall provide for adjustments stating the adjusted Exercise Price and the adjusted number of shares purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
(g) For the purposes of any computation to be made in accordance with Section 2, the following provisions shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergers.applicable:
Appears in 1 contract
Adjustments to Exercise Price and Number of Securities. The (a) If the outstanding shares of the Company's Common Stock shall be subdivided or split into a greater number of shares, or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price and in effect immediately prior to such subdivision or at the number record date of such dividend shall simultaneously with the Warrant Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth:
Section 5.1.1 If effectiveness of such subdivision or split or immediately after the record date hereof, and subject to of such dividend be proportionately reduced. If the provisions of Section 5.2 below, the number of outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse-split shall, simultaneously with the effectiveness of such combination or reverse-split, be proportionately increased. When any adjustment is increased by a stock dividend payable required to be made in shares of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereofExercise Price, the number of shares of Common Warrant Stock underlying purchasable upon the exercise of this Warrant shall be increased in proportion to such increase in outstanding shares.
Section 5.1.2 If after the date hereof, and subject changed to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased determined by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, 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.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock underlying the Warrant shall be decreased in proportion to such decrease in outstanding shares.
Section 5.1.3 In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the in par value of such shares of Common Stockor a subdivision or combination as provided for in subsection 2(a) above), or in the case of any consolidation or merger or consolidation of the Company with or into another corporation (other than corporation, or a consolidation transfer of all or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization substantially all of the outstanding shares assets of Common Stock)the Company, or in the case payment of a liquidating distribution, then, as part of any such reorganization, reclassification, consolidation, merger, sale or conveyance to another corporation or entity of liquidating distribution, lawful provision shall be made so that the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Registered Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereofhereof (to the extent, for the same aggregate Exercise Price payable hereunder immediately prior to such eventif any, still exercisable) the kind and amount of shares of stock or other securities or property (including cash) receivable upon which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, reorganization, merger or consolidation, or upon a dissolution following any such merger, sale or transferliquidating distribution, by a as the case may be, such Registered Holder of had held the number of shares of Common Stock of which were then purchasable upon the Company obtainable upon exercise of this Warrant immediately prior to Warrant. In any such event; and if any reclassification also results in a change in shares case, appropriate adjustment (as reasonably determined by the Board of Common Stock covered by Section 5.1.1 or 5.1.2, then such adjustment Directors of the Company) shall be made pursuant in the application of the provisions set forth herein with respect to Sections 5.1.1, 5.1.2 the rights and interests thereafter of the Registered Holder of this Warrant such that the provisions set forth in this Section 5.1.3. The 2 (including provisions with respect to adjustment of the Exercise Price) shall thereafter be applicable, as nearly as practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfersWarrant.
(c) No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5.1.4 This form 2 shall be made to the nearest cent or to the nearest 1/100th of Warrant need not be changed because a share, as the case may be.
(d) Upon the happening of any change pursuant event requiring an adjustment of the Exercise Price hereunder, the Company shall forthwith give written notice thereto to the Registered Holder of this Section, and Warrants issued after such change may state Warrant stating the same adjusted Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a replacement Warrant providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the adjusted number of shares purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of Common Stock of calculation and the Company for facts upon which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such replacement Warrant shall provide for adjustments which shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergerscalculation is based.
Appears in 1 contract
Samples: Warrant Agreement (Global Telecommunication Solutions Inc)
Adjustments to Exercise Price and Number of Securities. The Exercise Price and (a) If the number of the Warrant Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth:
Section 5.1.1 If after the date hereof, and subject to the provisions of Section 5.2 below, the number of outstanding shares of the Company's Common Stock is increased by shall be subdivided or split into a stock greater number of shares, or a dividend payable in shares Common Stock shall be paid in respect of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereofStock, the number of shares of Common Stock underlying the Warrant shall be increased Exercise Price in proportion effect immediately prior to such increase in outstanding shares.
Section 5.1.2 If subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or split or immediately after the record date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall such dividend be decreased in proportion to such decrease in outstanding shares.
Section 5.1.3 In case of any reclassification or reorganization of proportionately reduced. If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse-split shall, simultaneously with the effectiveness of such combination or reverse-split, be proportionately increased.
(b) If there shall occur any capital reorganization or reclassification of the Company's Common Stock (other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the in par value of such shares of Common Stockor a subdivision or combination as provided for in subsection 2(a) above), or in the case of any consolidation or merger or consolidation of the Company with or into another corporation (other than corporation, or a consolidation transfer of all or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization substantially all of the outstanding shares assets of Common Stock)the Company, or in the case payment of a liquidating distribution, then, as part of any such reorganization, reclassification, consolidation, merger, sale or conveyance to another corporation or entity of liquidating distribution, lawful provision shall be made so that the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Registered Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereofhereof (to the extent, for the same aggregate Exercise Price payable hereunder immediately prior to such eventif any, still exercisable) the kind and amount of shares of stock or other securities or property (including cash) receivable upon which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, reorganization, merger or consolidation, or upon a dissolution following any such merger, sale or transferliquidating distribution, by a as the case may be, such Registered Holder of had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company obtainable Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant such that the provisions set forth in this Section 2 (including provisions with respect to adjustment of the Exercise Price) shall thereafter be applicable, as nearly as practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.
(c) 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 event; and if any reclassification also results in a change in shares of Common Stock covered adjustment, multiplied by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Section 5.1.4 This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a replacement Warrant providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised effect immediately prior to such consolidationadjustment, mergerby (ii) the Exercise Price in effect immediately after such adjustment.
(d) No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, sale or transfer. Such replacement Warrant shall provide for however, that any adjustments which by reason of this paragraph are not required to be made shall be identical carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the adjustments provided nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in Section 5. The above provision of this Section 2 to the contrary notwithstanding, the Company shall similarly apply be entitled to successive consolidations make such reductions in the per share Exercise Price, in addition to those required by this Section 2 as in its discretion it shall deem to be advisable in order that any stock dividend, subdivision of shares or mergersdistribution rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
Appears in 1 contract
Adjustments to Exercise Price and Number of Securities. The Exercise (a) If prior to the expiration or termination of this Warrant the Company shall subdivide its outstanding shares of Common stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Warrant Price as then in effect shall be proportionately reduced, and the number of Warrant Shares then subject to exercise under this Warrant (and not previously exercised) shall be proportionately increased.
(b) If prior to the expiration or termination of this Warrant the Company shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Warrant Shares underlying the Warrant Price, as then in effect, shall be subject to adjustment from time to time as hereinafter set forth:
Section 5.1.1 If after the date hereof, proportionately increased and subject to the provisions of Section 5.2 below, the number of outstanding shares of Common Stock is increased by Warrant Shares then subject to exercise under this Warrant (and not previously exercised) shall be proportionately reduced.
(c) If any adjustment under this Section 7 would create a stock dividend payable in shares fractional share of Common Stock or a right to acquire a fractional Share such fractional Share be disregarded and the number of Shares subject to this Warrant will be the next higher number of shares, rounding all fractions upward. Whenever there is an adjustment under this Section 7, the Company will forthwith notify the Holder of such adjustment, setting forth in reasonable detail the event requiring the adjustment and the method by a split-up which such adjustment was calculated.
(d) If all or any portion of shares this Warrant is exercised after any merger, consolidation, exchange of Common Stock shares, separation, reorganization or liquidation of the Company or other similar event, thenoccurring after the date hereof and, as a result of, shares of Common Stock are changed into the same or a different number of shares of the same or another class or classes of securities of the Company or another entity, then the Holder exercising this Warrant will receive, for the aggregate price paid on such exercise, the effective date thereofaggregate number and class of shares that the Holder would have received if this Warrant had been exercised immediately before such merger, consolidation, exchange of shares, separation, reorganization or liquidation or other similar event. If any adjustment under this Section 7 would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share will be disregarded and the number of shares of Common Stock underlying the Warrant shall be increased in proportion to such increase in outstanding shares.
Section 5.1.2 If after the date hereof, and subject to this Warrant will be the provisions next higher number of shares, rounding all fractions upward. Whenever there is an adjustment pursuant to this Section 5.27, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall be decreased in proportion to such decrease in outstanding shares.
Section 5.1.3 In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, will forthwith notify the Holder of this Warrant shall have such adjustment, setting forth in reasonable detail the right thereafter (until event requiring the expiration of adjustment and the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, method by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 5.1.1 or 5.1.2, then which such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transferswas calculated.
Section 5.1.4 This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a replacement Warrant providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such replacement Warrant shall provide for adjustments which shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Compass Knowledge Holdings Inc)
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of the Warrant Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth:
Section 5.1.1 If after the date hereof, and subject to the provisions of Section 5.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall be increased in proportion to such increase in outstanding shares.
Section 5.1.2 If after the date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying the Warrant shall be decreased in proportion to such decrease in outstanding shares.
Section 5.1.3 In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers5.1.
Section 5.1.4 This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Shares as are stated in the Warrant initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.
Section 5.1.5 In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a replacement Warrant providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such replacement Warrant shall provide for adjustments which shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Samples: Warrant Agreement (Biopure Corp)
