Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as follows: (a) In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting such recapitalization, the number of shares of common stock which the holder hereof shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as the case may be. (b) In the case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be made 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 lieu of shares of common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of common stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case 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 shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof. (c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date. (d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s).
Appears in 4 contracts
Samples: Warrant Agreement (Pro Elite Inc), Warrant Agreement (Pro Elite Inc), Warrant Agreement (Pro Elite Inc)
Adjustments to Exercise Price. The price per share at which shares of common stock Common Stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as follows:
(a) In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock Common Stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting such recapitalization, the number of shares of common stock Common Stock which the holder hereof shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of common stock Common Stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock Common Stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split split-up or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as the case may be.
(b) In the case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be made 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 lieu of shares of common stock Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of common stock Common Stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case 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 shall be applicable applicable, as nearly as may be be, in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.
(c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to all of the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription which right shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock Common Stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock Common Stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(sadjustments(s).
(e) For the purposes of this Section 5, the term "Common Stock" shall include all shares of capital stock authorized by the Company's Certificate of Incorporation, as from time to time amended, which are not limited to a fixes sum or percentage of par value in respect of the right of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company.
Appears in 3 contracts
Samples: Warrant Agreement (Grant Hartford Corp), Warrant Agreement (Grant Hartford Corp), Warrant Agreement (Grant Hartford Corp)
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunderabove provisions are, and the number of such shares to be purchased upon exercise hereofhowever, are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at any time after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of its capital stock or declare a dividend payable in capital stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion exercised immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common capital stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallshall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in capital stock.
(ii) If the Company shall at any time after the date of this Warrant subdivide or combine the outstanding shares of capital stock or declare a decrease dividend payable in capital stock or other securities, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in capital stock or other securities shall forthwith be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as in the case may beof combination, or decreased, in the case of subdivision or dividend payable in capital stock or other securities.
(biii) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or share exchange, combination, consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company capital stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for capital stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right to purchase and receivereceive upon exercise of this Warrant, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock immediately theretofore purchasable and receivable upon the exercise Common Stock of the rights represented herebyCompany into which this Warrant could be exercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the maximum number of shares of such stock immediately therefore purchasable and receivable issuable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken placethis Warrant, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise or conversion hereof.
(c) In case the . The Company shallshall not effect any such share exchange, while this Warrant remains unexercised in whole combination, consolidation, merger or in partsale, and in force, offer unless prior to the holders consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder, at the last address of Common Stock any rights to subscribe for additional shares of stock such Holder appearing on the books of the Company, then the Company shall give written notice thereof obligation to deliver to such Holder such shares of stock, securities or assets that, in accordance with the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders foregoing provisions, such Holder may thereafter be entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed receive upon exercise or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise conversion of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustmentWarrant. Whenever any such adjustment is required to be madeAlternatively, the Company shall forthwith determine may cash out the new number of shares of common stock which Warrants based upon the holder shall be entitled to purchase hereunder and/or per-share price for Common Stock that is obtained from such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after successor in connection with such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s)transaction.
Appears in 3 contracts
Samples: Warrant Agreement (PetVivo Holdings, Inc.), Warrant Agreement (PetVivo Holdings, Inc.), Consulting Agreement (PetVivo Holdings, Inc.)
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, above provisions are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at anytime after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, exercised as the case may be, in direct proportion of immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallCommon Stock shall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in Common Stock.
(ii) If the Company shall at anytime after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a decrease dividend payable in Common Stock, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as in the case may beof combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter hereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock the Common Stock of the Company into which this Warrant was immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyexercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the number of shares of such stock into which this Warrant was immediately therefore purchasable and receivable upon the exercise of the rights represented hereby theretofore exercisable had such reorganization, reclassification, consolidation, merger or sale or conveyance not taken place, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise conversion hereof. The Company shall 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 merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder 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 into which, in accordance with the foregoing provisions, such Holder may be entitled to convert this Warrant.
(c) In case If at anytime after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to subscribe purchase debt securities, assets or other securities (including Common Stock), the Exercise Price shall be adjusted in accordance with the formula: E^1 = E x (O x M) - F --------------- O x M where: E^1 = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for additional the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. O = the number of shares of stock Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Company, then 's Board of Directors shall determine the Company fair market value in the exercise of its reasonable judgment. The adjustment shall give written notice thereof to be made successively whenever any such distribution is made and shall become effective immediately after the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify receive the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record datedistribution.
(d) Any adjustment pursuant to If at any time after the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise date of this Warrant immediately prior the Company issues or sells any shares of Common Stock (other than dividends payable in shares of Common Stock) or any options, warrants, convertible securities and other rights to subscribe to or otherwise acquire Common Stock (such rights referred to as "Options") for a consideration per share less than the event giving rise to such adjustment andExercise Price then in effect, as to then the purchase price hereunder per share, whether or not Exercise Price in effect immediately prior to such issuance or sale shall be reduced so as to equal such per share consideration. If the Exercise Price is adjusted as the result of the issuance of any Options, no further adjustments of such Exercise Price shall be made at the time of the exercise or conversion of such adjustmentOptions. The consideration per share for any issuance of Common Stock or Options shall equal a fraction, the numerator of which is equal to the sum of (i) the total amount received or receivable by the Company as consideration for such issuance, plus (ii) the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise, conversion or exchange of any Options included in such issuance, and the denominator of which is equal to the total number of shares of Common Stock issued, or issuable upon the exercise, conversion or exchange of Options issued, in such issuance. If the Company issues or sells any shares of Common Stock or any Options for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company.
(e) Notwithstanding Section 4(d) above, no adjustment of the Exercise Price shall be made pursuant to Section 4(d) above as a result of issuances, sales or grants of: (i) up to 332,395 shares of Common Stock (subject to adjustment in the event of any stock splits, stock dividends or other recapitalization of the Common Stock) issuable upon exercise of Warrants outstanding on the basis date hereof; (ii) shares issued upon the conversion of the Convertible Subordinated Note, dated March 28, 1997, in the principal amount of $2,250,000, issued by the Company to The Atlanta Cardiology Group, P.C.; (iii) shares issuable upon the exercise of the Non-Statutory Stock Option Agreement, dated as of March 4, 1997, between the Company and APF LLC covering 550,000 shares of Common Stock (subject to adjustment in the event of any stock splits, stock dividends, other recapitalization of the Common Stock, or antidilution adjustments set forth in such option); (iv) shares issuable pursuant to the Company's Employee Stock Purchase Plan, as may be amended from time to time by the Company's Board of Directors; (v) securities issued for the acquisition of another corporation by the Company by merger, purchase of substantially all the assets of such corporation or another reorganization resulting in the ownership by the Company of not less than a majority of the voting power of such corporation; (vi) options to purchase price immediately prior not more than 750,000 shares of Common Stock (subject to adjustment in the event of any stock splits, stock dividends or other recapitalization of the Common Stock) issued to employees of or consultants to the event giving rise Company pursuant to the Company's 1993 Stock Option Plan (and the Common Stock issuable upon exercise thereof); (vii) securities issued as a result of any stock split, stock dividend or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock; or (viii) shares of Common Stock issued in the Next Equity Financing or to Medtronic pursuant to the Note.
(f) Upon any adjustment of the Exercise Price, then and in each such adjustment. Whenever any such adjustment is required to be madecase, the Company shall forthwith determine give written notice thereof, by first class mail, postage prepaid, addressed to the new Holder of this Warrant at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of common stock for which the holder shall this Warrant may be entitled to purchase hereunder and/or such new purchase price per shareexercised, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing setting forth in reasonable detail the method used in calculating of calculation and the facts upon which such adjustment(s)calculation is based.
Appears in 1 contract
Adjustments to Exercise Price. The price per share at which shares of common stock Common Stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as follows:
(a) In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock Common Stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting such recapitalization, the number of shares of common stock Common Stock which the holder hereof shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of common stock Common Stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock Common Stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered as a recapitalization and as an exchange for a larger or smaller number of shares, as the case may be.
(b) In the case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be made 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 lieu of shares of common stock Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of common stock Common Stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case 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 shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.
(c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock Common Stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock Common Stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s).
Appears in 1 contract
Samples: Warrant Agreement (Cdex Inc)
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunderabove provisions are, and the number of such shares to be purchased upon exercise hereofhowever, are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at any time after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, exercised as the case may be, in direct proportion of immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallCommon Stock shall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in Common Stock.
(ii) If the Company shall at any time after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a decrease dividend payable in Common Stock, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as in the case may beof combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or share exchange, combination, consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right to purchase and receivereceive upon exercise of this Warrant, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock immediately theretofore purchasable and receivable upon the exercise Common Stock of the rights represented herebyCompany into which this Warrant could be exercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the maximum number of shares of such stock immediately therefore purchasable and receivable issuable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken placethis Warrant, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such share exchange, combination, consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder, 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 that, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise of this Warrant.
(c) In case If at any time after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to subscribe purchase debt securities, assets or other securities (excluding Common Stock covered by Sections 5(a) or (b)), the Exercise Price shall be adjusted in accordance with the formula:
E(1) = E x (O x M) - F -------------------- O x M where:
E(1) = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for additional the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. O = the number of shares of stock Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Company's Board of Directors shall determine the fair market value in the exercise of its reasonable judgment. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution.
(d) Upon any adjustment of the Exercise Price, then and in each such case, the Company shall give written notice thereof thereof, by first class mail or equivalent, postage prepaid, addressed to the registered holder hereof not less than thirty (30) days prior to Holder of this Warrant at the date address of such Holder as shown on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such Company, which notice shall specify state the date as to which the books shall be closed or the record date fixed with respect to Exercise Price resulting from such offer or subscription, adjustment and the right of the holder hereof to participate increase or decrease, if any, in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock for which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment andmay be exercised, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing setting forth in reasonable detail the method used in calculating of calculation and the facts upon which such adjustment(s)calculation is based.
Appears in 1 contract
Samples: Warrant Agreement (Medtronic Inc)
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunderabove provisions are, and the number of such shares to be purchased upon exercise hereofhowever, are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at anytime after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, exercised as the case may be, in direct proportion of immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallCommon Stock shall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in Common Stock.
(ii) If the Company shall at anytime after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a decrease dividend payable in Common Stock, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as in the case may beof combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or share exchange, combination, consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right to purchase and receive, receive upon exercise of this Warrant upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock the Common Stock of the Company into which this Warrant was immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyexercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the number of shares of such stock into which this Warrant was immediately therefore purchasable and receivable upon the exercise of the rights represented hereby theretofore exercisable had such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyance not taken place, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise or conversion hereof. The Company shall not effect any such share exchange, combination, consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder 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 which, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise or conversion of this Warrant.
(c) In case If at anytime after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to subscribe purchase debt securities, assets or other securities (including Common Stock), the Exercise Price shall be adjusted in accordance with the formula: E1 = E x (O x M) - F O x M where: E1 = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for additional the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. O = the number of shares of stock Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Company’s Board of Directors shall determine the fair market value in the exercise of its reasonable judgment. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution.
(d) Upon any adjustment of the Exercise Price, then and in each such case, the Company shall give written notice thereof thereof, by first class mail, postage prepaid, addressed to the registered holder hereof not less than thirty (30) days prior to Holder of this Warrant at the date address of such Holder as shown on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such Company, which notice shall specify state the date as to which the books shall be closed or the record date fixed with respect to Exercise Price resulting from such offer or subscription, adjustment and the right of the holder hereof to participate increase or decrease, if any, in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock for which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment andmay be exercised, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing setting forth in reasonable detail the method used in calculating of calculation and the facts upon which such adjustment(s)calculation is based.
Appears in 1 contract
Adjustments to Exercise Price. The price per share at which shares of common stock Common Stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as followsthe following adjustment:
(a) In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock Common Stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting such recapitalization, the number of shares of common stock Common Stock which the holder hereof shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of common stock Common Stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock Common Stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered as a recapitalization and as an exchange for a larger or smaller number of shares, as the case may be.
(b) In the case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be made 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 lieu of shares of common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of common stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case 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 shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.
(c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions provision shall be made on the basis of the number of shares of common stock Common Stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s).
Appears in 1 contract
Samples: Warrant Agreement (Cdex Inc)
Adjustments to Exercise Price. The price per share at which Exercise Price is subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 5. For the purpose of this Section 5, “Common Shares” means shares of common Common Stock and other capital stock may be purchased hereunderof the Company, and however designated, which have the number right to participate in any dividends or distributions of such shares to be purchased upon exercise hereofthe Company, are subject to change now or adjustment as follows:hereafter created.
(a) In case the Company shallshall (i) make a distribution in Common Shares or other securities, while this Warrant remains unexercised(ii) subdivide its outstanding Common Shares into a greater number of Common Shares, (iii) combine its outstanding Common Shares into a smaller number of Common Shares, or (iv) issue by reclassification of its Common Shares or other securities of the Company, then the Exercise Price in whole effect at the time of any event specified above shall be appropriately adjusted (increased or in part, and in force, effect a recapitalization of decreased) to reflect such character event such that the shares of common stock aggregate Exercise Price payable for all Shares purchasable hereunder shall be changed into or become exchangeable not change as a result of such event (but the Exercise Price for a larger or smaller number single share of sharesCommon Stock may change as a result thereof).
(b) Notwithstanding any provision herein to the contrary, then, after no adjustment in the date of record for effecting such recapitalization, the number of shares of common stock which the holder hereof Exercise Price shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the required unless such adjustment would require an increase or decrease of at least 1% in the number of shares of common stock Exercise Price; provided, however, that any adjustments which by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split b) are not required to be made shall be considered carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5 shall be made to the nearest cent or the nearest one-hundredth of a recapitalization and an exchange for a larger or smaller number of sharesshare, as the case may be.
(bc) In the case event that at any time, as a result of an adjustment made pursuant to subsection (a) above, the Holder of any consolidation Warrant thereafter exercised shall become entitled to receive any securities of the Company withother than Shares, thereafter the number of such other securities so receivable upon exercise of any Warrant 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 Shares contained in this Section 5, and the other provisions of this Warrant shall apply on like terms to any such other securities.
(d) If the Company merges or consolidates into or with another entity, or if another entity merges into or with the Company (excluding such a merger in which the Company is the surviving or continuing entity and which does not result in any reclassification, conversion, exchange, or cancellation of the Company into, any other corporationoutstanding shares of Common Stock), or in case of any sale or conveyance of if all or substantially all of the assets or business of the Company in connection with are sold or transferred to another entity or person (each, a plan of complete liquidation “Transaction”), and (2) as a result thereof, the Holder will be receiving at least an amount equal to the then applicable Exercise Price per Share, then the Company shall have the right to require that the Holder of the CompanyWarrant exercise the purchase rights represented by this Warrant in accordance with Section 3 immediately before the Transaction. If the Company does not so require exercise of the Warrant, then, then as a condition of to such consolidationTransaction, merger or sale or conveyance, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right from and after the Transaction to purchase and receive, upon the basis exercise of this Warrant and upon the terms and conditions specified in this Warrant herein and in lieu of shares of common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of common stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end Shares that the provisions hereof shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.
(c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate would have been issuable if this Warrant shall not be had been exercised on or immediately before the date of Transaction, such closing of units, stock, securities, or assets as the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof Holder would have been entitled to acquire by exercise of owned immediately after the Transaction if the Holder had exercised this Warrant immediately prior to before the event giving rise to such adjustment and, as to effective date of the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s)Transaction.
Appears in 1 contract
Samples: Warrant Agreement (Wound Management Technologies, Inc.)
Adjustments to Exercise Price. The price per share at which shares of common stock Common Stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as follows:
(a) In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock Common Stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting such recapitalization, the number of shares of common stock Common Stock which the holder hereof shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of common stock Common Stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock Common Stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split split-up or reverse split shall be considered as a recapitalization and as an exchange for a larger or smaller number of shares, as the case may be.
(b) In the case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be made 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 lieu of shares of common stock Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of common stock Common Stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case 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 shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.
(c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give given written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common Common stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock Common Stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s).
(e) For the purposes of this Section 6, the term "Common Stock" shall include all shares of capital stock authorized by the Company's Certificate of Incorporation, as from time to time amended, which are not limited to a fixed sum or percentage of par value in respect of the right of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company.
Appears in 1 contract
Samples: Warrant Agreement (Pedianet Com Inc)
Adjustments to Exercise Price. The price If at any time after the date of issuance hereof the Company shall grant or issue any shares of Common Stock, or grant or issue any rights, warrants or options for the purchase of, stock or other securities convertible into, Common Stock (such convertible stock or securities being herein collectively referred to as "Convertible Securities") other than: (i) shares issued in a transaction described in Subsection (E) of this Section 8; or (ii) shares issued, subdivided or combined in transactions described in Subsection (A) of this Section 8 if and to the extent that an adjustment to the Exercise Price shall have been previously made pursuant to this Section 8 as a result of such issuance, subdivision or combination of such securities; for a consideration per share at which shares of common stock may be purchased hereunderis less than the Exercise Price, then the Exercise Price in effect immediately prior to such issuance or sale (the "Applicable Exercise Price") shall, and thereafter upon each issuance or sale, the number Applicable Exercise Price shall, simultaneously with such issuance or sale, be adjusted, so that such Applicable Exercise Price shall equal a price determined by multiplying the Applicable Exercise Price by a fraction, the numerator of such shares to be purchased upon exercise hereof, are subject to change or adjustment as followswhich shall be:
(a) In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization sum of such character that (x) the total number of shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting Common Stock outstanding immediately prior to such recapitalization, issuance plus (y) the number of shares of common stock Common Stock which the holder hereof shall be entitled to purchase hereunder shall be increased or decreasedaggregate consideration received, as determined in accordance with Subsection (F) below for the case may issuance or sale of such additional Common Stock or Convertible Securities deemed to be an issuance of Common Stock as provided in Subsection (G) below would purchase at the Applicable Exercise Price (including any consideration received by the Company upon the issuance of any shares of Common Stock or Convertible Securities since the date the Applicable Exercise Price became effective not previously included in any computation resulting in an adjustment pursuant to this Subsection (D)) at the Applicable Exercise Price; and the denominator of which shall be, in direct proportion to :
(b) the increase or decrease in the total number of shares of common stock by reason Common Stock outstanding (or deemed to be outstanding as provided in Subsection (G)) immediately after the issuance or sale of such recapitalization, and additional shares. Upon each adjustment of the purchase price hereunder per share of such recapitalized common stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of Exercise Price pursuant to this subsection Subsection (aD), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller the total number of shares, as the case may be.
(b) In the case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be made 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 lieu of shares of common stock immediately theretofore Common Stock purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of common stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case appropriate provision each Warrant shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.
(c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior (calculated to the event giving rise to such adjustment andnearest tenth) purchasable at the Applicable Exercise Price multiplied by a fraction, as to the purchase price hereunder per share, whether or not numerator of which shall be Exercise Price in effect immediately prior to such adjustment and the time denominator of which shall be the Exercise Price in effect immediately after such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s).
Appears in 1 contract
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, above provisions are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at anytime after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, exercised as the case may be, in direct proportion of immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallCommon Stock shall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in Common Stock.
(ii) If the Company shall at anytime after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a decrease dividend payable in Common Stock, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as in the case may beof combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter hereafter have the right to purchase and receive, receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock the Common Stock of the Company into which this Warrant was immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyexercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the number of shares of such stock into which this Warrant was immediately therefore purchasable and receivable upon the exercise of the rights represented hereby theretofore exercisable had such reorganization, reclassification, consolidation, merger or sale or conveyance not taken place, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise conversion hereof. The Company shall 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 merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder 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 into which, in accordance with the foregoing provisions, such Holder may be entitled to convert this Warrant.
(c) In case If at anytime after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to subscribe purchase debt securities, assets or other securities (including Common Stock), the Exercise Price shall be adjusted in accordance with the formula:
E(1) = E x (O x M) - F --------------- O x M where:
E(1) = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for additional the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. O = the number of shares of stock Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Company, then 's Board of Directors shall determine the Company fair market value in the exercise of its reasonable judgment. The adjustment shall give written notice thereof to be made successively whenever any such distribution is made and shall become effective immediately after the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify receive the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record datedistribution.
(d) Any adjustment pursuant to If at any time after the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise date of this Warrant immediately prior the Company issues or sells any shares of Common Stock (other than dividends payable in shares of Common Stock) or any options, warrants, convertible securities and other rights to subscribe to or otherwise acquire Common Stock (such rights referred to as "Options") for a consideration per share less than the event giving rise to such adjustment andExercise Price then in effect, as to then the purchase price hereunder per share, whether or not Exercise Price in effect immediately prior to such issuance or sale shall be reduced so as to equal such per share consideration. If the Exercise Price is adjusted as the result of the issuance of any Options, no further adjustments of such Exercise Price shall be made at the time of the exercise or conversion of such adjustmentOptions. The consideration per share for any issuance of Common Stock or Options shall equal a fraction, the numerator of which is equal to the sum of (i) the total amount received or receivable by the Company as consideration for such issuance, plus (ii) the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise, conversion or exchange of any Options included in such issuance, and the denominator of which is equal to the total number of shares of Common Stock issued, or issuable upon the exercise, conversion or exchange of Options issued, in such issuance. If the Company issues or sells any shares of Common Stock or any Options for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company.
(e) Notwithstanding Section 4(d) above, no adjustment of the Exercise Price shall be made pursuant to Section 4(d) above as a result of issuances, sales or grants of: (i) up to 432,395 shares of Common Stock (subject to adjustment in the event of any stock splits, stock dividends or other recapitalization of the Common Stock) issuable upon exercise of Warrants outstanding on the basis date hereof; (ii) shares issued upon the conversion of the Convertible Subordinated Note, dated March 28, 1997, in the principal amount of $2,250,000, issued by the Company to The Atlanta Cardiology Group, P.C.; (iii) shares issuable upon the exercise of the Non-Statutory Stock Option Agreement, dated as of March 4, 1997, between the Company and APF LLC covering 550,000 shares of Common Stock (subject to adjustment in the event of any stock splits, stock dividends, other recapitalization of the Common Stock, or antidilution adjustments set forth in such option); (iv) shares issuable pursuant to the Company's Employee Stock Purchase Plan, as may be amended from time to time by the Company's Board of Directors; (v) securities issued for the acquisition of another corporation by the Company by merger, purchase of substantially all the assets of such corporation or another reorganization resulting in the ownership by the Company of not less than a majority of the voting power of such corporation; (vi) options to purchase price immediately prior not more than 750,000 shares of Common Stock (subject to adjustment in the event of any stock splits, stock dividends or other recapitalization of the Common Stock) issued to employees of or consultants to the event giving rise Company pursuant to the Company's 1993 Stock Option Plan (and the Common Stock issuable upon exercise thereof); (vii) securities issued as a result of any stock split, stock dividend or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock; or (viii) shares of Common Stock issued in the Next Equity Financing or pursuant to the Note or any other note of like tenor issued by the Company.
(f) Upon any adjustment of the Exercise Price, then and in each such adjustment. Whenever any such adjustment is required to be madecase, the Company shall forthwith determine give written notice thereof, by first class mail, postage prepaid, addressed to the new Holder of this Warrant at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of common stock for which the holder shall this Warrant may be entitled to purchase hereunder and/or such new purchase price per shareexercised, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing setting forth in reasonable detail the method used in calculating of calculation and the facts upon which such adjustment(s)calculation is based.
Appears in 1 contract
Adjustments to Exercise Price. The price per share at which (a) Subdivision, Combination or Reclassification of Common Stock.
(i) If the Company shall effect a subdivision of its shares of common stock may be purchased hereunder, and the Common Stock into a greater number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as follows:
(a) In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization combination of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller lesser number of shares, thenwhether by forward or reverse stock split, after stock dividend (payable in shares of Common Stock) or otherwise, (i) the date of record for effecting such recapitalization, Exercise Price and (ii) the number of shares of common stock which Common Stock acquirable and receivable upon the holder hereof exercise or conversion of this Warrant shall be entitled to purchase hereunder shall be proportionally increased or decreasedreduced, as the case may be, in direct proportion to reflect the increase or decrease in the number of shares of common stock by reason effectuation of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split subdivision or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as the case may becombination.
(bii) In If the case Company shall effect a capital reorganization or reclassification of the Common Stock or any consolidation distribution by the Company to holders of Common Stock (other than cash dividends on the Common Stock distributed in accordance with the terms of the Company's Certificate of Incorporation, as amended), whether in the form of stock, debt securities, or other assets or property of the Company with(each, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Companyan "Adjustment Event"), then, as a condition of such consolidationAdjustment Event, merger or sale or conveyance, lawful and adequate provisions provision shall be made whereby the holder hereof holders of this Warrant shall thereafter have the right to purchase acquire and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of shares of common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, receive such shares of stock stock, securities, assets or securities property as may be issued in connection with would have been issuable or payable as a result of such consolidation, merger or sale or conveyance Adjustment Event with respect to or in exchange for the such number of outstanding shares of common stock the Common Stock as would have been received as if such Warrant were exercised immediately therefore purchasable prior to the consummation of such Adjustment Event.
(iii) In the event that an Adjustment Event shall occur by means of an Acquisition in which this Warrant is assumed, then as a condition of such Adjustment Event, lawful and receivable upon adequate provision shall be made whereby the exercise Holders of this Warrant shall thereafter have the rights represented hereby had to acquire and receive upon exercise or conversion of this Warrant, such consolidationshares of stock, merger securities or sale assets as would have been issuable or conveyance not taken placepayable as part of such Adjustment Event with respect to or in exchange for such number of outstanding shares of Common Stock as would have been received upon exercise or conversion of this Warrant (in all instances) immediately before such Adjustment Event, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder Holder of this Warrant to the end such that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares of Common Stock acquirable and receivable upon the exercise or conversion of this Warrant) shall be applicable as nearly as may be applicable, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise hereof.
(c) In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise conversion of this Warrant immediately prior (including an immediate adjustment, by reason of such Adjustment Event of the Warrant to the event giving rise to value for the Common Stock reflected by the terms of such adjustment and, as to Adjustment Event if the purchase price hereunder per share, whether or not value so reflected is less than the Exercise Price in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(sAdjustment Event).
Appears in 1 contract
Samples: Note and Warrant Purchase and Security Agreement (Avalon Digital Marketing Systems Inc)
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunderabove provisions are, and the number of such shares to be purchased upon exercise hereofhowever, are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at anytime after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, exercised as the case may be, in direct proportion of immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallCommon Stock shall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in Common Stock.
(ii) If the Company shall at anytime after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a decrease dividend payable in Common Stock, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as in the case may beof combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or share exchange, combination, consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right to purchase and receive, receive upon exercise of this Warrant upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock immediately theretofore purchasable and receivable upon the exercise Common Stock of the rights represented herebyCompany into which this Warrant could be exercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the maximum number of shares of such stock immediately therefore purchasable and receivable issuable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken placethis Warrant, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise or conversion hereof. The Company shall not effect any such share exchange, combination, consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder 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 which, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise or conversion of this Warrant.
(c) In case If at anytime after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to purchase debt securities, assets or other securities (including Common Stock), the Exercise Price shall be adjusted in accordance with the formula: E1 = E x (O x M) - F --------------- O x M where: E1 = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. O = the number of shares of Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Company's Board of Directors shall determine the fair market value in the exercise of its reasonable judgment. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution.
(d) Except for (i) any securities granted, awarded or issued by the Company prior to the date of this Warrant (and securities issued by the Company after that date in exchange for or upon exercise of such securities), (ii) the grant or award to Transamerica Business Credit Corporation or its affiliates of a warrant for the purchase of not more than 75,000 shares of the Company's Common Stock at a price per share of not less than $0.89 in connection with the extension of the Company's credit facility, and (iii) the issuance during each twelve month period following the date of this Warrant of warrants, options or other rights to subscribe purchase not more than 100,000 shares of the Company's Common Stock (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and provided that for the twelve months in which the transaction referenced in (ii) occurs, the share limit shall be reduced by the number of shares issued or issuable pursuant to such transaction) to banks or other institutional lenders in connection with debt financing transactions at a price per share of not less than 60% of the last sale price of the Company's Common Stock as reported by Nasdaq on the last trading day preceding such issuance, if the Company should decide to issue and sell any additional shares of capital stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books or any warrants, securities convertible into capital stock of the Company are closed or a record date fixed other rights to subscribe for the determination of shareholders entitled or to such subscription rights. Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right purchase any capital stock of the holder hereof Company (all such capital stock, warrants, securities convertible into capital stock and other rights being hereinafter collectively referred to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before as "Additional Securities") for a consideration per share less than the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not Exercise Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to such lesser price. No adjustment of the Exercise Price, however, shall be made in an amount less than 2% of the Exercise Price in effect on the date of such adjustment, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any such adjustment so carried forward, shall be an amount equal to or greater than 2% of the Exercise Price then in effect. For the purposes of this Section 5(d), the following provisions (i) to (vi), inclusive, shall also be applicable:
(i) In case at any time the Company shall grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, (a) Common Stock or (b) any obligations or any shares of stock of the Company which are convertible into, or exchangeable for, Common Stock (any of such obligations or shares of stock being hereinafter called "Convertible Securities") whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, plus, in the case of such rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue of such Convertible Securities and upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to have been issued for such price per share. No further adjustments of the Applicable Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.
(ii) In case the Company shall issue or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Exercise Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per share, provided that (a) no further adjustments of the Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities, and (b) if any such issue or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Exercise Price have been or are to be made pursuant to other provisions of this Section 5(d)(ii), no further adjustment of the Exercise Price shall be made by reason of such issue or sale.
(iii) In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of such portion of the assets and business of the non-surviving corporation or corporations as such Board shall determine to be attributable to such Common Stock, Convertible Securities, rights or options, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company in which the corporation is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any other corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such purchase price transaction of such stock or securities of the other corporation, and if any such calculation results in the adjustment of the Exercise Price, the determination of the number of shares of Common Stock issuable upon conversion immediately prior to the event such merger, conversion or sale, for purposes of Section 5(b) above, shall be made after giving rise effect to such adjustment. Whenever adjustment of the Exercise Price.
(iv) In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock or in Convertible Securities, or in any rights or options to purchase any Common Stock or Convertible Securities, or (b) to subscribe for or purchase Common Stock or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such rights of subscription or purchase, as the case may be.
(v) The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock for the purpose of this Section 5(d).
(vi) Notwithstanding anything to the contrary in the preceding provisions of this Section 5(d), no adjustments to the Exercise Price shall be made pursuant to this Section 5(d) after the original Holder has sold or transferred more than eighty percent (80%) of the shares of the Company's Common Stock purchased by such original Holder concurrently with the issuance of this Warrant.
(e) Upon any adjustment is required to be madeof the Exercise Price, then and in each such case, the Company shall forthwith determine give written notice thereof, by first class mail, postage prepaid, addressed to the new Holder of this Warrant at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of common stock for which the holder shall this Warrant may be entitled to purchase hereunder and/or such new purchase price per shareexercised, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing setting forth in reasonable detail the method used in calculating of calculation and the facts upon which such adjustment(s)calculation is based.
Appears in 1 contract
Samples: Warrant Agreement (Medtronic Inc)
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunderabove provisions are, and the number of such shares to be purchased upon exercise hereofhowever, are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at anytime after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, exercised as the case may be, in direct proportion of immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallCommon Stock shall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in Common Stock.
(ii) If the Company shall at anytime after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a decrease dividend payable in Common Stock, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately increased. For , in the purpose case of this subsection combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
(aiii) Upon the occurrence of an Event of Default, if the Market Price of the Common Stock (as defined in Section 3(b)) on the date of the Event of Default is lower than the Exercise Price in effect immediately prior to such Event of Default, a stock dividend, stock split or reverse split then the Exercise Price shall be considered a recapitalization and an exchange for a larger or smaller number changed to the Market Price of shares, as the case may beCommon Stock on the date of the Event of Default.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or share exchange, combination, consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right to purchase and receive, receive upon exercise of this Warrant upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock immediately theretofore purchasable and receivable upon the exercise Common Stock of the rights represented herebyCompany into which this Warrant could be exercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the maximum number of shares of such stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby into which this Warrant would have been exercisable had such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyance not taken placerepresented a Change of Control of the Company as defined in Section 1 of this Warrant, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise or conversion hereof. The Company shall not effect any such share exchange, combination, consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder 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 which, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise or conversion of this Warrant.
(c) In case If at anytime after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to subscribe purchase debt securities, assets or other securities (including Common Stock), the Exercise Price shall be adjusted in accordance with the formula:
E(1) = E x (O x M) - F --------------- O x M where:
E(1) = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for additional the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. O = the number of shares of stock Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Company's Board of Directors shall determine the fair market value in the exercise of its reasonable judgment. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution.
(d) Upon any adjustment of the Exercise Price, then and in each such case, the Company shall give written notice thereof thereof, by first class mail, postage prepaid, addressed to the registered holder hereof not less than thirty (30) days prior to Holder of this Warrant at the date address of such Holder as shown on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such Company, which notice shall specify state the date as to which the books shall be closed or the record date fixed with respect to Exercise Price resulting from such offer or subscription, adjustment and the right of the holder hereof to participate increase or decrease, if any, in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock for which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment andmay be exercised, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing setting forth in reasonable detail the method used in calculating of calculation and the facts upon which such adjustment(s)calculation is based.
Appears in 1 contract
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunderabove provisions are, and the number of such shares to be purchased upon exercise hereofhowever, are ----------------------------- subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at anytime after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which this Warrant may be exercised as of immediately prior to the holder hereof subdivision, combination or record date for such dividend payable in Common Stock shall forthwith be entitled to purchase hereunder shall be increased or proportionately decreased, as . in the case may beof combination, in direct proportion to the increase or decrease in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallincreased, in the case of an increase subdivision or dividend payable in Common Stock.
(ii) If the number Company shall at anytime after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, the Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately reducedincreased, and in the case of a decrease combination, or decreased, in the number case of such shares, shall be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split subdivision or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as the case may bedividend payable in Common Stock.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or share exchange, combination, consolidation or merger of the Company into, any other with another corporation, . or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock. securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization. reclassification, share exchange. combination. consolidation, merger or sale or conveyance, sale. lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right to purchase and receive, receive upon exercise of this Warrant upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock immediately theretofore purchasable and receivable upon the exercise Common Stock of the rights represented herebyCompany into which this Warrant could be exercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the maximum number of shares of such stock immediately therefore purchasable and receivable issuable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken placethis Warrant, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise or conversion hereof. The Company shall not effect any such share exchange. combination, consolidation, merger or sale. unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder 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 which, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise or conversion of this Warrant.
(c) In case If at anytime after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to subscribe purchase debt securities, assets or other securities (including Common Stock), the Exercise Price shall be adjusted in accordance with the formula: E/1/ = E x (0 x M) - F --------------- O x M where: E/1/ = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for additional the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. 0 = the number of shares of stock Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets. securities, rights or warrants distributed. The Company, then 's Board of Directors shall determine the Company fair market value in the exercise of its reasonable judgment. The adjustment shall give written notice thereof to be made successively whenever any such distribution is made and shall become effective immediately after the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders stockholders entitled to such subscription rights. Such notice shall specify receive the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record datedistribution.
(d) Any adjustment pursuant Except for (i) any securities granted. awarded or issued by the Company prior to the foregoing provisions shall be made on the basis of the number of shares of common stock which the holder hereof would have been entitled to acquire by exercise date of this Warrant immediately prior to (and securities issued by the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether Company after that date in exchange for or not in effect immediately prior to the time upon exercise of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(ssecurities).
Appears in 1 contract
Samples: Purchase Agreement (Vidamed Inc)
Adjustments to Exercise Price. The price per share at which shares of common stock may be purchased hereunderabove provisions are, and the number of such shares to be purchased upon exercise hereofhowever, are subject to change or adjustment as followsthe following:
(ai) In case If the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of common stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, at any time after the date of record for effecting such recapitalizationthis Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, then the number of shares of common stock Common Stock for which the holder hereof shall this Warrant may be entitled to purchase hereunder shall be increased or decreased, exercised as the case may be, in direct proportion of immediately prior to the increase subdivision, combination or decrease record date for such dividend payable in the number of shares of common stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized common stock shallCommon Stock shall forthwith be proportionately decreased, in the case of an increase in the number of such sharescombination, be proportionately reducedor increased, and in the case of subdivision or dividend payable in Common Stock.
(ii) If the Company shall at any time after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a decrease dividend payable in Common Stock, the number of Exercise Price in effect immediately prior to the subdivision, combination or record date for such shares, dividend payable in Common Stock shall forthwith be proportionately increased. For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered a recapitalization and an exchange for a larger or smaller number of shares, as in the case may beof combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
(b) In the case of If any consolidation capital reorganization or reclassification of the Company withcapital stock of the Company, or share exchange, combination, consolidation or merger of the Company into, any other with another corporation, or in case of any the sale or conveyance of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in connection with a plan of complete liquidation of the Companyexchange for Common Stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale or conveyancesale, lawful and adequate provisions provision shall be made whereby the holder hereof Holder shall thereafter have the right to purchase and receivereceive upon exercise of this Warrant, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of common stock immediately theretofore purchasable and receivable upon the exercise Common Stock of the rights represented herebyCompany into which this Warrant could be exercisable or convertible, such shares of stock stock, securities or securities assets as may be issued in connection with such consolidation, merger or sale or conveyance payable with respect to or in exchange for the a number of outstanding shares of common such Common Stock equal to the maximum number of shares of such stock immediately therefore purchasable and receivable issuable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken placethis Warrant, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable applicable, as nearly as may be be, in relation to any shares of stock stock, securities or securities assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such share exchange, combination, consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder, 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 that, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise of this Warrant.
(c) In case If at any time after the date of this Warrant the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer distributes to the all holders of Common Stock any assets (excluding ordinary cash dividends), debt securities, or any rights or warrants to subscribe purchase debt securities, assets or other securities (excluding Common Stock covered by Sections 5(a) or (b)), the Exercise Price shall be adjusted in accordance with the formula: E1 = E x (O x M) - F O x M where: E1 = the adjusted Exercise Price. E = the current Exercise Price. M = the average market price of Common Stock for additional the 30 consecutive trading days commencing 45 trading days before the record date mentioned below. O = the number of shares of stock Common Stock outstanding on the record date mentioned below. F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Company’s Board of Directors shall determine the fair market value in the exercise of its reasonable judgment. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution.
(d) Upon any adjustment of the Exercise Price, then and in each such case, the Company shall give written notice thereof thereof, by first class mail or equivalent, postage prepaid, addressed to the registered holder hereof not less than thirty (30) days prior to Holder of this Warrant at the date address of such Holder as shown on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights. Such Company, which notice shall specify state the date as to which the books shall be closed or the record date fixed with respect to Exercise Price resulting from such offer or subscription, adjustment and the right of the holder hereof to participate increase or decrease, if any, in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.
(d) Any adjustment pursuant to the foregoing provisions shall be made on the basis of the number of shares of common stock for which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment andmay be exercised, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment. Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of common stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing setting forth in reasonable detail the method used in calculating of calculation and the facts upon which such adjustment(s)calculation is based.
Appears in 1 contract
