We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Antidilution Clause in Contracts

Antidilution. (a) Subject to the provisions set forth below, if at any time during the Exercise Period and prior to the issuance of the Warrant Shares the Company shall issue (i) any shares of Common Stock, or (ii) securities convertible into or exchangeable for Common Stock ("Convertible Securities"), or (iii) rights, options or warrants to subscribe for Common Stock or Convertible Securities at a price per share less than the Exercise Price in effect at such time (such price per share determined in the case of (ii) and (iii) as the sum of the consideration received upon the issuance of the convertible or exchangeable securities or rights, options or warrants and the consideration per share of Common Stock payable upon the conversion of any such securities, or upon the exercise of any such rights, options or warrants), then the Exercise Price shall be adjusted to equal such price per share. In the case of issuance by the Company of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors of the Company. For purposes of clarification, the price per share received by the Company for any issuance of any shares of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities, shall be deemed to be the gross amount of consideration received therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. Any Warrant Shares not already issued prior to such adjustment may thereafter be purchased pursuant to the valid exercise of this Warrant at a price per share equal to the adjusted Exercise Price. (b) Whenever the Exercise Price is adjusted pursuant to paragraph (a) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted to equal the number of Warrant Shares initially issuable upon exercise of this Warrant multiplied by the Exercise Price in effect as of the date of this Warrant, divided by the Exercise Price, as adjusted. (c) Upon the expiration of any unexercised rights, options or warrants or the termination of any unexercised rights to convert or exchange any securities convertible into or exchangeable for shares of Common Stock, the Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent in any way affected by or adjusted on account of the issuance of such rights, options, warrants or convertible or exchangeable securities, shall be recalculated to reflect the Exercise Price and number of Warrant Shares purchasable upon exercise of this Warrant that would have been in effect if such rights, options, warrants or convertible or exchangeable securities had not been issued. (d) The foregoing notwithstanding, this Section 3.2 shall find no application to the issuance by the Company of (i) all shares of Common Stock issuable upon the conversion of Convertible Securities, (ii) all shares of Common Stock issuable upon the exercise of all rights, options and warrants, (iii) all rights, options or warrants, and all shares of Common Stock issued or issuable upon the exercise thereof, issued to employees, consultants, officers or directors of the Company, directly or pursuant to a stock option or other incentive plan, agreement or arrangement approved by the Board of Directors of the Company, and (iv) all shares of Common Stock or other securities issued or issuable pursuant to a transaction contemplated by Sections 3.1 or 3.3 hereto. (e) No adjustment to the Exercise Price pursuant to the provisions of this Section 3.2 shall be required unless and until such adjustment would require an adjustment of at least $0.01 in the Exercise Price. (f) If at any time following June 30, 2003 the closing price of the shares of Class A Common Stock on the primary exchange or automated quotation system on which the Class A Common Stock is listed or quoted, as reported in The Wall Street Journal, equals or exceeds $3.50 for every trading day during any two (2) successive calendar quarters, the provisions set forth in this Section 3.2 shall immediately terminate and be of no further force or effect.

Appears in 2 contracts

Samples: Warrant Agreement (Edison Schools Inc), Warrant Agreement (Edison Schools Inc)

Antidilution. (a) Subject to In the provisions set forth below, if at any time during the Exercise Period and prior to the issuance of the Warrant Shares event the Company shall issue (i) any shares issues Additional Shares of Common Stock, (as defined below) without consideration or (ii) securities convertible into or exchangeable for Common Stock ("Convertible Securities"), or (iii) rights, options or warrants to subscribe for Common Stock or Convertible Securities at a price consideration per share less than the Exercise Conversion Price in effect at on the date immediately prior to such time issue, then, the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such price per share determined in Conversion Price by a fraction, the case numerator of (ii) and (iii) as which shall be the sum number of the consideration received upon the issuance of the convertible or exchangeable securities or rights, options or warrants and the consideration per share shares of Common Stock payable upon outstanding immediately prior to such issue plus the conversion number of any such securities, or upon shares which the exercise of any such rights, options or warrants), then the Exercise Price shall be adjusted to equal such price per share. In the case of issuance by the Company of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities for aggregate consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors of the Company. For purposes of clarification, the price per share received by the Company for any issuance the total number of any Additional Shares of Common so issued would purchase at such Conversion Price, and the denominator of which shall be the number of shares of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities, shall be deemed to be the gross amount of consideration received therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. Any Warrant Shares not already issued outstanding immediately prior to such adjustment may thereafter be purchased pursuant to the valid exercise of this Warrant at a price per share equal to the adjusted Exercise Price. (b) Whenever the Exercise Price is adjusted pursuant to paragraph (a) above, issue plus the number of Warrant such Additional Shares purchasable upon exercise of Common so issued. Notwithstanding the foregoing, the Conversion Price shall not be reduced at such time if the amount of such reduction would be less than $0.01, but any such amount shall be carried forward, and a reduction will be made with respect to such amount at the time of, and together with, any subsequent reduction which, together with such amount and any other amounts so carried forward, equal $0.01 or more in the aggregate. For the purposes of this Warrant shall simultaneously be adjusted to equal the number of Warrant Shares initially issuable upon exercise of this Warrant multiplied by the Exercise Price in effect as of the date of this WarrantSection 5, divided by the Exercise Price, as adjusted. (c) Upon the expiration of any unexercised rights, options or warrants or the termination of any unexercised rights to convert or exchange any securities convertible into or exchangeable for shares of Common Stock, the Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent in any way affected by or adjusted on account of the issuance of such rights, options, warrants or convertible or exchangeable securities, shall be recalculated to reflect the Exercise Price and number of Warrant Shares purchasable upon exercise of this Warrant that would have been in effect if such rights, options, warrants or convertible or exchangeable securities had not been issued. (d) The foregoing notwithstanding, this Section 3.2 shall find no application to the issuance by the Company of (i) all shares of Common Stock issuable upon the conversion of Convertible Securities, (ii) all shares of Common Stock issuable upon outstanding Notes and preferred stock and the exercise and/or conversion of any other outstanding convertible securities of the Company and all rights, outstanding stock options and warrants, (iii) all rights, options or warrants, and shall be deemed to be outstanding. “Additional Shares of Common” means all shares of Common Stock issued by the Company after the date of this Note, other than issuances or deemed issuances of: (a) securities issuable upon conversion of any of the exercise thereofNotes; (b) securities issued upon the conversion of any debenture, warrant, option or other convertible security issued to employeesand outstanding as of the Closing Date; (c) Common Stock issuable upon a stock split, consultantsstock dividend, officers or directors any subdivision of shares of capital stock of the Company; (d) shares of Common Stock (or options to purchase such shares of Common Stock or restricted stock units) issued or issuable to employees or directors of, directly or consultants to, the Company pursuant to a stock option or other incentive plan, agreement or arrangement any plan approved by the Board of Directors of the Company, Directors; and (iv) all shares of Common Stock or other securities issued or issuable pursuant to a transaction contemplated by Sections 3.1 or 3.3 hereto. (e) No adjustment to the Exercise Price pursuant to the provisions of this Section 3.2 shall be required unless and until such adjustment would require an adjustment of at least $0.01 in the Exercise Price. (f) If at any time following June 30, 2003 the closing price securities otherwise excluded by a vote or written consent of the shares of Class A Common Stock on the primary exchange or automated quotation system on which the Class A Common Stock is listed or quoted, as reported in The Wall Street Journal, equals or exceeds $3.50 for every trading day during any two (2) successive calendar quarters, the provisions set forth in this Section 3.2 shall immediately terminate and be of no further force or effectRequired Holders.

Appears in 1 contract

Samples: Note (Jones Soda Co)

Antidilution. (a) Subject The existence of PTI's obligation to the provisions set forth below, if at any time during the Exercise Period and prior to the issuance of the Warrant Shares the Company shall issue (i) any shares of PTI Common Stock pursuant to Section 2.4(c) of this Master Transaction Agreement shall not affect in any way the right or power of PTI or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in PTI's capital structure or its business, or any merger or consolidation of PTI, or any issue of bonds, debentures, preferred or prior preference stock ahead of, or affecting the PTI Common Stock, or (ii) securities convertible into the rights thereof, as the dissolution or exchangeable for Common Stock ("Convertible Securities")liquidation of PTI, or (iii) rights, options any sale or warrants to subscribe for Common Stock transfer of all or Convertible Securities at a price per share less than the Exercise Price in effect at such time (such price per share determined in the case any part of (ii) and (iii) as the sum of the consideration received upon the issuance of the convertible its assets or exchangeable securities or rights, options or warrants and the consideration per share of Common Stock payable upon the conversion of any such securitiesbusiness, or upon the exercise any other corporate act or proceeding, whether of any such rights, options similar character or warrants), then the Exercise Price shall be adjusted to equal such price per share. In the case of issuance by the Company of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors of the Company. For purposes of clarification, the price per share received by the Company for any issuance of any shares of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities, shall be deemed to be the gross amount of consideration received therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. Any Warrant Shares not already issued prior to such adjustment may thereafter be purchased pursuant to the valid exercise of this Warrant at a price per share equal to the adjusted Exercise Priceotherwise. (b) Whenever the Exercise Price is adjusted pursuant to paragraph (a) above, the number If PTI effects a subdivision or consolidation of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted to equal the number of Warrant Shares initially issuable upon exercise of this Warrant multiplied by the Exercise Price in effect as of the date of this Warrant, divided by the Exercise Price, as adjusted. (c) Upon the expiration of any unexercised rights, options or warrants or the termination of any unexercised rights to convert or exchange any securities convertible into or exchangeable for shares of Common Stock, the Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent in any way affected by or adjusted on account of the issuance of such rights, options, warrants or convertible or exchangeable securities, shall be recalculated to reflect the Exercise Price and number of Warrant Shares purchasable upon exercise of this Warrant that would have been in effect if such rights, options, warrants or convertible or exchangeable securities had not been issued. (d) The foregoing notwithstanding, this Section 3.2 shall find no application to the issuance by the Company of (i) all shares of Common Stock issuable upon the conversion of Convertible Securities, (ii) all shares of Common Stock issuable upon the exercise of all rights, options and warrants, (iii) all rights, options or warrants, and all shares of Common Stock issued or issuable upon the exercise thereof, issued to employees, consultants, officers or directors of the Company, directly or pursuant to a stock option or other incentive plan, agreement or arrangement approved by the Board of Directors of the Company, and (iv) all shares of PTI Common Stock or other securities issued capital readjustment, the payment of a stock dividend, or issuable other increase or reduction of the number of shares of PTI Common Stock outstanding, without receiving compensation therefor in money, services or property, then the number of shares of PTI Common Stock subject to issuance pursuant to Section 2.4(c) of this Master Transaction Agreement shall be appropriately adjusted in such a transaction contemplated by Sections 3.1 or 3.3 hereto. (e) No adjustment manner to entitle the Physician to receive the name total number and class of shares as it would have received had it received shares of PTI Common Stock immediately prior to the Exercise Price pursuant event requiring the readjustment. In the event of any capital reorganization or reclassification of the capital stock of PTI, any consolidation or merger of PTI with or into another corporation, or any sale, lease or disposition of all or substantially all of the assets of PTI that is effected in such a manner that holders of shares of PTI are entitled to receive additional shares, other securities and/or property (including cash) with respect to or in exchange for shares of PTI Common Stock, PTI shall, as a condition precedent to such transaction, cause effective provisions to be made so that the provisions Physician shall thereafter have the right to receive the kind and amount of this Section 3.2 shall be required unless and until additional shares, other securities and/or other property receivable upon such adjustment event as it would require an adjustment of at least $0.01 in the Exercise Price. (f) If at any time following June 30, 2003 the closing price of have received had it received the shares of Class A PTI Common Stock on immediately prior to the primary exchange or automated quotation system on which the Class A Common Stock is listed or quoted, as reported in The Wall Street Journal, equals or exceeds $3.50 for every trading day during any two (2) successive calendar quarters, the provisions set forth in this Section 3.2 shall immediately terminate and be of no further force or effectevent.

Appears in 1 contract

Samples: Master Transaction Agreement (Physicians Trust Inc)

Antidilution. (a) Subject to the provisions set forth below, if at any time during the Exercise Period and prior to the issuance of the Warrant Shares the Company shall issue (i) any shares of Common Stock, or (ii) securities convertible into or exchangeable for Common Stock ("Convertible Securities"), or (iii) rights, options or warrants to subscribe for Common Stock or Convertible Securities at a price per share less than the Exercise Price in effect at such time (such price per share determined in the case of (ii) and (iii) as the sum of the consideration received upon the issuance of the convertible or exchangeable securities or rights, options or warrants and the consideration per share of Common Stock payable upon the conversion of any such securities, or upon the exercise of any such rights, options or warrants), then the Exercise Price shall be adjusted to equal such price per share. In the case of issuance by the Company of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors of the Company. For purposes of clarification, the price per share received by the Company for any issuance of any shares of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities, shall be deemed to be the gross amount of consideration received therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. Any Warrant Shares not already issued prior to such adjustment may thereafter be purchased pursuant to the valid exercise of this Warrant at a price per share equal to the adjusted Exercise Price. (b) Whenever the Exercise Price is adjusted pursuant to paragraph (a) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted to equal the number of Warrant Shares initially issuable upon exercise of this Warrant multiplied by the Exercise Price in effect as of the date of this Warrant, divided by the Exercise Price, as adjusted. (c) Upon the expiration of any unexercised rights, options or warrants or the termination of any unexercised rights to convert or exchange any securities convertible into or exchangeable for shares of Common Stock, the Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent in any way affected by or adjusted on account of the issuance of such rights, options, warrants or convertible or exchangeable securities, shall be recalculated to reflect the Exercise Price and number of Warrant Shares purchasable upon exercise of this Warrant that would have been in effect if such rights, options, warrants or convertible or exchangeable securities had not been issued. (d) The foregoing notwithstanding, this Section 3.2 shall find no application to the issuance by the Company of (i) all shares of Common Stock issuable upon the conversion of Convertible Securities, (ii) all shares of Common Stock issuable upon the exercise of all rights, options and warrants, (iii) all rights, options or warrants, and all shares of Common Stock issued or issuable upon the exercise thereof, issued to employees, consultants, officers or directors of the Company, directly or pursuant to a stock option or other incentive plan, agreement or arrangement approved by the Board of Directors of the Company, and (iv) all shares of Common Stock or other securities issued or issuable pursuant to a transaction contemplated by Sections 3.1 or 3.3 hereto. (ed) No adjustment to the Exercise Price pursuant to the provisions of this Section 3.2 shall be required unless and until such adjustment would require an adjustment of at least $0.01 in the Exercise Price. (fe) If at any time following June 30, 2003 the closing price of the shares of Class A Common Stock on the primary exchange or automated quotation system on which the Class A Common Stock is listed or quoted, as reported in The Wall Street Journal, equals or exceeds $3.50 for every trading day during any two (2) successive calendar quarters, the provisions set forth in this Section 3.2 shall immediately terminate and be of no further force or effect.

Appears in 1 contract

Samples: Warrant Agreement (Edison Schools Inc)

Antidilution. Subject and pursuant to the provisions of this Section ------------ 9.1, the Exercise Price and number of shares of Common Stock subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter: (a) Subject to In the provisions set forth below, if at any time during the Exercise Period and prior to the issuance of the Warrant Shares event that the Company shall sell or issue (i) either any shares of its Common Stock or any rights, options, warrants or obligations or securities containing the right to subscribe for or purchase any shares of Common Stock, or Stock (ii"Options") securities convertible into or exchangeable for or convertible into shares of Common Stock ("Convertible Securities"), or (iii) rights, options or warrants to subscribe for Common Stock or Convertible Securities at a price per share share, as determined pursuant to Section 9.1(b), less than the Exercise Price then in effect at on the date of such time (such price per share determined in sale or issuance, then the case number of (ii) and (iii) as the sum of the consideration received upon the issuance of the convertible or exchangeable securities or rights, options or warrants and the consideration per share shares of Common Stock payable purchasable upon the conversion of any such securities, or upon the exercise of any such rights, options or warrants), then the Exercise Price this Warrant shall be adjusted to equal determined by multiplying the number of shares of Common Stock theretofore purchasable upon exercise of this Warrant by a fraction (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of sale or issuance of such price per share. In the case of issuance by the Company shares of Common Stock, Options or Convertible Securities Shares immediately following such sale or any rightsissuance, options or warrants to subscribe for and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date prior to the date of sale or issuance of such shares of Common Stock, Options or Convertible Securities Shares, plus the number of shares of Common Stock which the aggregate consideration received by the Company upon such issuance would purchase on such date at the per share Exercise Price then in effect. (b) The following provisions, in addition to other provisions in this Section 9.1, shall be applicable in determining any adjustment under Section 9.1(a): (i) In the event of the issuance or sale of shares of Common Stock, part or all of the consideration for consideration in whole or in part other than which shall be cash, the cash consideration other than cash received by the Company therefor shall be deemed to be the fair amount of gross cash proceeds of such sale of shares without deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. (ii) In the event of the issuance or sale of shares of Common Stock, wholly or partly for a consideration other than cash, the amount of the consideration other than cash received by the Company for such shares shall be deemed to be the value thereof of such consideration as determined in good faith by a resolution adopted by the Board of Directors of the CompanyCompany acting in good faith, irrespective of any accounting treatment thereof. For purposes Any such good faith determination shall be final and binding upon the Registered Holder. In the event of clarificationthe issuance or sale of shares of Common Stock (other than upon conversion or exchange) together with other stock or securities or other assets of the Company for a consideration which is received for both such shares of Common Stock and other securities or assets, the Board of Directors of the Company acting in good faith shall determine what part of the consideration so received is to be deemed to be the consideration for the issuance of such shares of Common Stock, irrespective of any accounting treatment thereof. Any such good faith determination shall be final and binding upon the Registered Holder. (iii) In the event that at any time the Company shall declare a dividend or make any other distribution upon any stock of the Company payable in shares of Common Stock, then such shares of Common Stock issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration, and no adjustment shall be made in connection with such distribution. (iv) The price per share received by the Company for any issuance of any shares of Common StockStock sold or issued by the Company (other than pursuant to Options or Convertible Securities) shall be equal to a price calculated by dividing (A) the amount of the consideration received by the Company, Convertible Securities as determined pursuant to Sections 9.1(b)(i) and 9.1(b)(ii), upon such sale or any rights, options or warrants to subscribe for issuance by (B) the number of shares of Common Stock sold or issued. (v) In the event that the Company shall at any time after the date hereof issue any Options or Convertible Securities, the following provisions shall apply in making any adjustment pursuant to this Section 9.1: (1) The price per share for which shares of Common Stock are issuable upon the exercise of the Options or upon conversion or exchange of the Convertible Securities shall be deemed to be determined by dividing (i) the gross amount of consideration total amount, if any, received therefor without deducting therefrom any expense paid or incurred receivable by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. Any Warrant Shares not already issued prior to such adjustment may thereafter be purchased pursuant to the valid exercise of this Warrant at a price per share equal to the adjusted Exercise Price. (b) Whenever the Exercise Price is adjusted pursuant to paragraph (a) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted to equal the number of Warrant Shares initially issuable upon exercise of this Warrant multiplied by the Exercise Price in effect as of the date of this Warrant, divided by the Exercise Price, as adjusted. (c) Upon the expiration of any unexercised rights, options or warrants or the termination of any unexercised rights to convert or exchange any securities convertible into or exchangeable consideration for shares of Common Stock, the Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent in any way affected by or adjusted on account of the issuance of such rights, options, warrants Options or convertible or exchangeable securities, shall be recalculated to reflect the Exercise Price and number of Warrant Shares purchasable upon exercise of this Warrant that would have been in effect if such rights, options, warrants or convertible or exchangeable securities had not been issued. (d) The foregoing notwithstanding, this Section 3.2 shall find no application to the issuance by the Company of (i) all shares of Common Stock issuable upon the conversion of Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, by (ii) all the aggregate maximum number of shares of Common Stock issuable upon the exercise of all rights, options and warrants, such Option or upon the conversion or exchange of such Convertible Securities. (iii2) all rights, options or warrants, and all In determining the price per share for which shares of Common Stock issued are issuable upon exercise of the Option or conversion or exchange of the Convertible Securities and in computing any adjustment pursuant to Section 9.1(a) (i) the aggregate maximum number of shares of Common Stock issuable upon the exercise thereofof such Options or Convertible Securities shall be considered to be outstanding at the time such Options or Convertible Securities were issued and to have been issued for such price per share as determined pursuant to Section 9.1(b)(v)(1), and (ii) the consideration for the issuance of such Options or Convertible Securities and the amount of additional consideration payable to the Company upon exercise of such Options or upon the conversion or exchange of such Convertible Securities shall be determined in the same manner as the consideration received upon the issuance of sale of shares of Common Stock as provided in Sections 9.1(b)(i) and 9.1(b)(ii). (3) On the expiration of such Options or the termination of any right to convert or exchange any Convertible Securities, the number of shares of Common Stock subject to this Warrant shall forthwith be readjusted to such number of shares of Common Stock as would have been obtained had the adjustments made upon the issuance of such Options or Convertible Securities been made upon the basis of the delivery of only the number of shares of Common Stock actually delivered upon the exercise of such Options or upon conversion or exchange of such Convertible Securities. (4) If the minimum purchase price per share of Common Stock provided for in any Option or the rate at which any Convertible Securities are convertible into or exchangeable for shares of Common Stock shall change or a different purchase price or rate shall become effective at any time or from time to time (other than pursuant to any antidilution provisions of such Options or Convertible Securities) then upon such change becoming effective, the number of shares of Common Stock subject to this Warrant shall forthwith be readjusted to such number of shares as would have been obtained had the adjustments made upon the granting or issuance of such Options or Convertible Securities been made upon the basis of (i) the issuance of the number of shares of Common Stock theretofore actually delivered upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities, and the total consideration received therefor, and (ii) the granting or issuance at the time of such change of any such Options or Convertible Securities then still outstanding or the consideration, if any, received by the Company therefor and to be received on the basis of such changed price or rate of exchange or conversion. (5) Except as otherwise specifically provided herein, the date of issuance or sale of shares of Common Stock, any Option or any Convertible Security shall be deemed to be the date the Company is legally obligated to issue such shares of Common Stock or such Option or Convertible Security. (6) Anything hereinabove to the contrary notwithstanding, no adjustment shall be made pursuant to Section 9.1(a) to the Exercise Price, or to the number of shares of Common Stock purchasable upon the exercise of the Warrant upon: a. The issuance or sale by the Company of (1) any shares of Common Stock pursuant to this Warrant or any other warrant or warrants to be issued to employeesthe Registered Holder, consultants, officers (2) any Options granted pursuant to the Company's 1999 Stock Option Plan. b. The issuance or directors sale of shares of Common Stock pursuant to the exercise of Options or conversion or exchange of Convertible Securities hereinafter issued for which an adjustment has been made (or was not required to be made) pursuant to the provisions of this Section 9.1. c. The increase in the number of shares of Common Stock subject to any Option or Convertible Securities referred to in this Section 9.1(b)(v)(6) pursuant to the provisions of such Options or Convertible Securities designed to protect against dilution. (c) No adjustment in the number of shares of Common Stock subject to this Warrant shall be required under this Section 9.1 unless such adjustment would require an increase or decrease in such number of shares of at least 2% of the Companythen adjusted number of shares of Common Stock issuable upon exercise of this Warrant; provided, directly or pursuant however, that any adjustments which by reason of the -------- ------- foregoing are not required at the time to be made shall be carried forward and taken into account and included in determining the amount of any subsequent adjustment. (d) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted as provided in this Section 9.1, the Exercise Price shall be adjusted (to the nearest cent) by multiplying the Exercise Price immediately prior to such adjustment by a stock option or fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrant immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. (e) If the Company after the date hereof shall take any action affecting the shares of its Common Stock, other incentive planthan actions described in this Section 9, agreement or arrangement approved by which, in the opinion of the Board of Directors of the Company, would materially affect the rights of the Registered Holder, the Exercise Price and (iv) all the number of shares of Common Stock or other securities issued or issuable pursuant to a transaction contemplated by Sections 3.1 or 3.3 hereto. (e) No adjustment to the Exercise Price pursuant to the provisions obtainable upon exercise of this Section 3.2 such Warrant shall be required unless adjusted in such manner, if any, and until at such time as the Board of Directors of the Company, in good faith, may determine to be equitable under the circumstances. The minutes or unanimous consent approving such action shall set forth the Board's determination as to whether an adjustment is warranted and the manner of such adjustment. In the absence of such determination, Xxxxxx may request in writing that the Board make such determination. Any such determination made in good faith by the Board shall be final and binding upon the Holder. If the Board fails, however, to make such determination within sixty (60) days after such request, such failure shall be deemed a determination that no such adjustment would require an adjustment of at least $0.01 in the Exercise Priceis required. (f) If at any time following June 30, 2003 the closing price of the shares of Class A Common Stock on the primary exchange or automated quotation system on which the Class A Common Stock is listed or quoted, as reported in The Wall Street Journal, equals or exceeds $3.50 for every trading day during any two (2) successive calendar quarters, the provisions set forth in this Section 3.2 shall immediately terminate and be of no further force or effect.

Appears in 1 contract

Samples: Warrant Agreement (Ecommercial Com Inc)

Antidilution. (a) Subject and pursuant to the provisions of this ------------ Section 9.1 the Exercise Price and number of shares of Common Stock subject to this Warrant shall be subject to adjustment from time to time as set forth below, if at any time during hereinafter: (1) In the Exercise Period and prior to the issuance of the Warrant Shares event that the Company shall sell or issue (i) either any shares of its Common Stock or any rights, options, warrants or obligations or securities containing the right to subscribe for or purchase any shares of Common Stock, or Stock (ii"Options") securities convertible into or exchangeable for or convertible into shares of Common Stock ("Convertible Securities"), or (iii) rights, options or warrants to subscribe for Common Stock or Convertible Securities at a price per share share, as determined pursuant to Section 9.1(b), less than the Exercise Price then in effect at on the date of such time (such price per share determined in sale or issuance, then the case number of (ii) and (iii) as the sum of the consideration received upon the issuance of the convertible or exchangeable securities or rights, options or warrants and the consideration per share shares of Common Stock payable purchasable upon the conversion of any such securities, or upon the exercise of any such rights, options or warrants), then the Exercise Price this Warrant shall be adjusted to equal determined by multiplying the number of shares of Common Stock theretofore purchasable upon exercise of this Warrant by a fraction (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of sale or issuance of such price per share. In the case of issuance by the Company shares of Common Stock, Options or Convertible Securities Shares immediately following such sale or any rightsissuance, options or warrants to subscribe for and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date prior to the date of sale or issuance of such shares of Common Stock, Options or Convertible Securities Shares, plus the number of shares of Common Stock which the aggregate consideration received by the Company upon such issuance would purchase on such date at the per share Exercise Price then in effect. (2) The following provisions, in addition to other provisions in this Section 9.1, shall be applicable in determining any adjustment under Section 9.1(a): (1) In the event of the issuance or sale of shares of Common Stock, part or all of the consideration for consideration in whole or in part other than which shall be cash, the cash consideration other than cash received by the Company therefor shall be deemed to be the fair amount of gross cash proceeds of such sale of shares without deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. (2) In the event of the issuance or sale of shares of Common Stock, wholly or partly for a consideration other than cash, the amount of the consideration other than cash received by the Company for such shares shall be deemed to be the value thereof of such consideration as determined in good faith by the Board of Directors of the Company. For purposes of clarificationCompany acting in good faith, the price per share received by the Company for any issuance irrespective of any shares of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities, shall be deemed to be accounting treatment thereof. In the gross amount of consideration received therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. Any Warrant Shares not already issued prior to such adjustment may thereafter be purchased pursuant to the valid exercise of this Warrant at a price per share equal to the adjusted Exercise Price. (b) Whenever the Exercise Price is adjusted pursuant to paragraph (a) above, the number of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted to equal the number of Warrant Shares initially issuable upon exercise of this Warrant multiplied by the Exercise Price in effect as of the date of this Warrant, divided by the Exercise Price, as adjusted. (c) Upon the expiration of any unexercised rights, options or warrants or the termination of any unexercised rights to convert or exchange any securities convertible into or exchangeable for shares of Common Stock, the Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent in any way affected by or adjusted on account event of the issuance or sale of such rights, options, warrants or convertible or exchangeable securities, shall be recalculated to reflect the Exercise Price and number of Warrant Shares purchasable upon exercise of this Warrant that would have been in effect if such rights, options, warrants or convertible or exchangeable securities had not been issued. (d) The foregoing notwithstanding, this Section 3.2 shall find no application to the issuance by the Company of (i) all shares of Common Stock issuable (other than upon conversion or exchange) together with other stock or securities or other assets of the conversion of Convertible Securities, (ii) all Company for a consideration which is received for both such shares of Common Stock issuable upon the exercise of all rightsand other securities or assets, options and warrants, (iii) all rights, options or warrants, and all shares of Common Stock issued or issuable upon the exercise thereof, issued to employees, consultants, officers or directors of the Company, directly or pursuant to a stock option or other incentive plan, agreement or arrangement approved by the Board of Directors of the CompanyCompany acting in good faith shall determine what part of the consideration so received is to be deemed to be the consideration for the issuance of such shares of Common Stock, irrespective of any accounting treatment thereof. Any determination by the Board of Directors pursuant to this Section 9.1(b)(ii) may be challenged in good faith by the Registered Holder, and any dispute shall be resolved by an investment banking firm of nationally recognized standing selected by the Company and acceptable to the Registered Holder. (iv3) all The price per share of any shares of Common Stock sold or issued by the Company (other securities issued or issuable than pursuant to Options or Convertible Securities) shall be equal to a transaction contemplated price calculated by dividing (A) the amount of the consideration received by the Company, as determined pursuant to Sections 3.1 9.1(b)(i) and 9.1(b)(ii), upon such sale or 3.3 heretoissuance by (B) the number of shares of Common Stock sold or issued. (e4) No adjustment to In the Exercise Price pursuant to event that the provisions of this Section 3.2 Company shall be required unless and until such adjustment would require an adjustment of at least $0.01 in the Exercise Price. (f) If at any time after the date hereof issue any Options or Convertible Securities, the following June 30, 2003 provisions shall apply in making any adjustment pursuant to this Section 9.1: (1) The price per share for which shares of Common Stock are issuable upon the closing price exercise of the shares Options or upon conversion or exchange of Class A Common Stock on the primary Convertible Securities shall be determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such Options or the conversion or exchange or automated quotation system on which the Class A Common Stock is listed or quotedof such Convertible Securities, as reported in The Wall Street Journal, equals or exceeds $3.50 for every trading day during any two (2) successive calendar quarters, the provisions set forth in this Section 3.2 shall immediately terminate and be of no further force or effect.by

Appears in 1 contract

Samples: Warrant Agreement (Ecommercial Com Inc)

Antidilution. (a) Subject The existence of Raytel's obligation to the provisions set forth below, if at any time during the Exercise Period and prior to the issuance of the Warrant Shares the Company shall issue (i) any shares of Raytel Common Stock pursuant to Section 2.03(c) of this Master Transaction Agreement shall not affect in any way the right or power of Raytel or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Raytel's capital structure or its business, or any merger or consolidation of Raytel, or any issue of bonds, debentures, preferred or prior preference stock ahead of, or affecting the Raytel Common Stock, or (ii) securities convertible into the rights thereof, as the dissolution or exchangeable for Common Stock ("Convertible Securities")liquidation of Raytel, or (iii) rights, options any sale or warrants to subscribe for Common Stock transfer of all or Convertible Securities at a price per share less than the Exercise Price in effect at such time (such price per share determined in the case any part of (ii) and (iii) as the sum of the consideration received upon the issuance of the convertible its assets or exchangeable securities or rights, options or warrants and the consideration per share of Common Stock payable upon the conversion of any such securitiesbusiness, or upon the exercise any other corporate act or proceeding, whether of any such rights, options similar character or warrants), then the Exercise Price shall be adjusted to equal such price per share. In the case of issuance by the Company of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of Directors of the Company. For purposes of clarification, the price per share received by the Company for any issuance of any shares of Common Stock, Convertible Securities or any rights, options or warrants to subscribe for Common Stock or Convertible Securities, shall be deemed to be the gross amount of consideration received therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. Any Warrant Shares not already issued prior to such adjustment may thereafter be purchased pursuant to the valid exercise of this Warrant at a price per share equal to the adjusted Exercise Priceotherwise. (b) Whenever the Exercise Price is adjusted pursuant to paragraph (a) above, the number If Raytel effects a subdivision or consolidation of Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted to equal the number of Warrant Shares initially issuable upon exercise of this Warrant multiplied by the Exercise Price in effect as of the date of this Warrant, divided by the Exercise Price, as adjusted. (c) Upon the expiration of any unexercised rights, options or warrants or the termination of any unexercised rights to convert or exchange any securities convertible into or exchangeable for shares of Common Stock, the Exercise Price and the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent in any way affected by or adjusted on account of the issuance of such rights, options, warrants or convertible or exchangeable securities, shall be recalculated to reflect the Exercise Price and number of Warrant Shares purchasable upon exercise of this Warrant that would have been in effect if such rights, options, warrants or convertible or exchangeable securities had not been issued. (d) The foregoing notwithstanding, this Section 3.2 shall find no application to the issuance by the Company of (i) all shares of Common Stock issuable upon the conversion of Convertible Securities, (ii) all shares of Common Stock issuable upon the exercise of all rights, options and warrants, (iii) all rights, options or warrants, and all shares of Common Stock issued or issuable upon the exercise thereof, issued to employees, consultants, officers or directors of the Company, directly or pursuant to a stock option or other incentive plan, agreement or arrangement approved by the Board of Directors of the Company, and (iv) all shares of Raytel Common Stock or other securities issued capital readjustment, the payment of a stock dividend, or issuable other increase or reduction of the number of shares of Raytel Common Stock outstanding, without receiving compensation therefor in money, services or property, then the number of shares of Raytel Common Stock subject to issuance pursuant to Section 2.03(c) of this Master Transaction Agreement shall be appropriately adjusted in such a transaction contemplated by Sections 3.1 or 3.3 hereto. (e) No adjustment manner to entitle the Physicians to receive the same total number and class of shares as it would have received had it received shares of Raytel Common Stock immediately prior to the Exercise Price pursuant event requiring the readjustment. In the event of any capital reorganization or reclassification of the capital stock of Raytel, any consolidation or merger of Raytel with or into another corporation, or any sale, lease or disposition of all or substantially all of the assets of Raytel that is effected in such a manner that holders of shares of Raytel are entitled to receive additional shares, other securities and/or property (including cash) with respect to or in exchange for shares of Raytel Common Stock, Raytel shall, as a condition precedent to such transaction, cause effective provision to be made so that the provisions Physicians shall thereafter have the right to receive the kind and amount of this Section 3.2 shall be required unless and until additional shares, other securities and/or other property receivable upon such adjustment event as it would require an adjustment of at least $0.01 in the Exercise Price. (f) If at any time following June 30, 2003 the closing price of have received had it received the shares of Class A Raytel Common Stock on immediately prior to the primary exchange or automated quotation system on which the Class A Common Stock is listed or quoted, as reported in The Wall Street Journal, equals or exceeds $3.50 for every trading day during any two (2) successive calendar quarters, the provisions set forth in this Section 3.2 shall immediately terminate and be of no further force or effectevent.

Appears in 1 contract

Samples: Master Transaction Agreement (Raytel Medical Corp)