Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution of: (i) cash, (ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or (iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then: (1) the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and (2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 37 contracts
Samples: Warrant Agreement (Ecosphere Technologies Inc), Warrant Agreement (LOCAL Corp), Warrant Agreement (Netsol Technologies Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 32 contracts
Samples: Warrant Agreement (United National Film Corp), Warrant Agreement (International American Technologies, Inc.), Warrant Agreement (Merchandise Creations, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 27 contracts
Samples: Stock Purchase Agreement (Financialcontent Inc), Stock Purchase Agreement (Financialcontent Inc), Note and Warrant Purchase Agreement (Eden Energy Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 25 contracts
Samples: Warrant Agreement (Boundless Motor Sports Racing Inc), Warrant Agreement (Home Solutions of America Inc), Warrant Agreement (Home Solutions of America Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend divi-dend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 24 contracts
Samples: Waiver and Amendment to Certificate of Designation of Series a Convertible Preferred Stock, Warrants and Registration Rights Agreement (Impart Media Group Inc), Warrant Agreement (Interlink Global Corp), Warrant Agreement (Interlink Global Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 21 contracts
Samples: Warrant Agreement (Max Sound Corp), Warrant Agreement (TK Star Design, Inc.), Warrant Agreement (TK Star Design, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities Securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 18 contracts
Samples: Warrant Agreement (Vision Capital Advisors, LLC), Warrant Agreement (Vision Capital Advisors, LLC), Warrant Agreement (Vision Capital Advisors, LLC)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 18 contracts
Samples: Warrant Agreement (Ambient Corp /Ny), Warrant Agreement (Ambient Corp /Ny), Warrant Agreement (Ambient Corp /Ny)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of and supported by an opinion from an investment banking firm mutually agreed upon by the CompanyIssuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 16 contracts
Samples: Warrant Agreement (Advanced Growing Systems, Inc.), Warrant Agreement (Advanced Growing Systems, Inc.), Warrant Agreement (Advanced Growing Systems, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of and supported by an opinion from an investment banking firm mutually agreed upon by the CompanyIssuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 15 contracts
Samples: Warrant Agreement (Bazi International, Inc.), Warrant Agreement (Edgewater Foods International, Inc.), Warrant Agreement (Edgewater Foods International, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 14 contracts
Samples: Warrant Agreement (Medix Resources Inc), Warrant Agreement (Quantrx Biomedical Corp), Warrant Agreement (Telenetics Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 14 contracts
Samples: Warrant Agreement (VisualMED Clinical Solutions Corp.), Warrant Agreement (Vialink Co), Warrant Agreement (Fibernet Telecom Group Inc\)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash), then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 13 contracts
Samples: Warrant Agreement (XL Generation International), Warrant Agreement (Roo Group Inc), Warrant Agreement (Roo Group Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a --------------------------- record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 11 contracts
Samples: Warrant Agreement (Vertel Corp), Warrant Agreement (Speedcom Wireless Corp), Warrant Agreement (Sac Capital Advisors LLC)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(d) as of the time of actual payment of such dividends or distributions.
Appears in 10 contracts
Samples: Warrant Agreement (Medical Media Television, Inc.), Warrant Agreement (Medical Media Television, Inc.), Warrant Agreement (Medical Media Television, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash), then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 9 contracts
Samples: Warrant Agreement (Delcath Systems Inc), Warrant Agreement (Delcath Systems Inc), Warrant Agreement (Delcath Systems Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause all of the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (in each case set forth in subparagraphs 4.2(i), then:
(14.2(ii) and 4.2(iii) hereof, the number of shares of Common Stock acquirable “Distributed Property”), then upon any exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to that occurs after the record date for such dividend or other distribution, multiplied by a fraction (x) the numerator holder of which this Warrant shall be entitled to receive, in addition to the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stockWarrant Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders Distributed Property that such holder would have been entitled to receive in respect of such number of Warrant Shares had the holder been the record holder of such Warrant Shares as of such record date. Such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon made whenever any such exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentis made. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Corporation to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 8 contracts
Samples: Warrant Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Warrant Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Common Stock Purchase Warrant (Quantum Fuel Systems Technologies Worldwide Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 8 contracts
Samples: Warrant Agreement (Sino Gas International Holdings, Inc.), Warrant Agreement (Sino Gas International Holdings, Inc.), Warrant Agreement (Sino Gas International Holdings, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 7 contracts
Samples: Warrant Agreement (Apollo Resources International Inc), Warrant Agreement (Apollo Resources International Inc), Warrant Agreement (Axm Pharma Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 7 contracts
Samples: Warrant Agreement (FLO Corp), Warrant Agreement (FLO Corp), Warrant Agreement (FLO Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,;
(iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), ; or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock); and the Holder of this Warrant has not received a payment on behalf of such dividend or distribution pursuant to Section 16 hereof, then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of obtained by multiplying the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per share of Common Stock, minus the amount allocable to one share of Common Stock of (x) any such cash so distributable and of (y) the fair value (as determined in good faith by the Board of Directors of the CompanyCompany and, if requested by the Holder, supported by an opinion from an investment banking firm of recognized national standing reasonably acceptable to the Majority Holders) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 7 contracts
Samples: Warrant Agreement (Pegasus Investors L P), Warrant Agreement (Code Alarm Inc), Warrant Agreement (Code Alarm Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 SECTION 4(C) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1SECTION 4(B).
Appears in 7 contracts
Samples: Warrant Agreement (Marketing Worldwide Corp), Warrant Agreement (Marketing Worldwide Corp), Warrant Agreement (Marketing Worldwide Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause set a record date or take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares cash, Common Stock Equivalents, Additional Shares of Common Stock as provided in Section 4.1 hereofor Permitted Issuances), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents, Additional Shares of Common Stock or Permitted Issuances), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to such adjustment (without giving effect to the record date for such dividend or distribution, limitations on exercise set forth in Section 8 hereof) multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm reasonably acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof) divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustmentadjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof). A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 6 contracts
Samples: Securities Purchase Agreement (Neoprobe Corp), Warrant Agreement (Neoprobe Corp), Warrant Agreement (Neoprobe Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause set a record date or take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares cash, Common Stock Equivalents, Additional Shares of Common Stock as provided in Section 4.1 hereofor Permitted Issuances), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents, Additional Shares of Common Stock or Permitted Issuances), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to such adjustment (without giving effect to the record date for such dividend or distribution, limitations on exercise set forth in Section 8 hereof) multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm reasonably acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof) divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustmentadjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof). A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 6 contracts
Samples: Warrant Agreement (Valcent Products Inc.), Warrant Agreement (Voyant International CORP), Warrant Agreement (Voyant International CORP)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,;
(iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), ; or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
(1) the number of shares Convertible Securities or Additional Shares of Common Stock acquirable upon exercise of this Warrant Stock); then Holder shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such dividend or distribution shall be adjusted to equal (x) as if Holder had exercised the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentWarrant. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1. Notwithstanding the foregoing provisions of this Section 4.2, in the event that the Company shall at any time or from time to time after the C losing Date declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries by way of dividend or spin-off) on shares of its Common Stock in connection with a spin-off of assets or businesses of the Company or any of its Subsidiaries to the Company's stockholders, then, and in each such case, the Company shall declare, order, pay and make the same dividend or distribution to each Holder of the Warrants as would have been made with respect to the number of Common Shares such Holder would have received had it exercised all of its Warrants in full for all the Common Shares then underlying such Warrants, immediately prior to such dividend or distribution; provided, however, that 50% of any such dividend or distribution due to the Holder with respect to each Warrant shall be paid to the Holder at the time such dividend or distributions made to the other shareholders of the Company and the remaining 50% of such dividend or distribution shall be deposited with an escrow agent reasonably acceptable to the Holder and the Company pursuant to an escrow agreement reasonably acceptable to the Holder and the Company, which escrow agreement will provide that the remaining 50% of such dividend or distribution deposited with such escrow agent with respect to each Warrant will be delivered to the Holder on the earlier of the date the Holder exercises such Warrant or the Expiration Date.
Appears in 6 contracts
Samples: Common Stock Purchase Warrant (Wareforce Com Inc), Common Stock Purchase Warrant (Wareforce Com Inc), Common Stock Purchase Warrant (Wareforce Com Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:whatsoever (other than cash),
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Option Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Option Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 6 contracts
Samples: Warrant Agreement (Brazil Minerals, Inc.), Warrant Agreement (Brazil Minerals, Inc.), Warrant Agreement (Brazil Minerals, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,
(iib) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied by adjustment and a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 6 contracts
Samples: Warrant Agreement (Appaloosa Management Lp), Warrant Agreement (Appaloosa Management Lp), Warrant Agreement (Appaloosa Management Lp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 6 contracts
Samples: Warrant Agreement (Fidelis Energy Inc), Warrant Agreement (Chembio Diagnostics Inc.), Warrant Agreement (Siebert Lawrence A.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue, or set a record date for the holders of its the Common Stock for the purpose of entitling them to be entitled to receive receive, any dividend or other distribution of:
(i) cashcash (other than a regular cash dividend payable out of surplus or net profits legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer on a quarterly, semi-annual or annual basis pursuant to a publicly announced dividend policy),
(ii) any evidences of indebtedness of the Issuer or any of its indebtednessSubsidiaries, or any shares of stock Capital Stock of any class Person or any other securities or property or assets of any nature whatsoever of any Person (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness of the Issuer or any of its indebtednessSubsidiaries, any shares of stock Capital Stock of any class Person or any other securities or property or assets of any nature whatsoeverwhatsoever of any Person (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) Fair Market Value of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the new number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision subdivision, combination or combinationreclassification, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 6 contracts
Samples: Warrant Agreement (American Apparel, Inc), Warrant Agreement (American Apparel, Inc), Investment Agreement (American Apparel, Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause all of the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (in each case set forth in subparagraphs 4.2(i), then:
(14.2(ii) and 4.2(iii) hereof, the number of shares of Common Stock acquirable "Distributed Property"), then upon any exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to that occurs after the record date for such dividend or other distribution, multiplied by a fraction (x) the numerator holder of which this Warrant shall be entitled to receive, in addition to the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stockWarrant Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders Distributed Property that such holder would have been entitled to receive in respect of such number of Warrant Shares had the holder been the record holder of such Warrant Shares as of such record date. Such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon made whenever any such exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentis made. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Corporation to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 5 contracts
Samples: Warrant Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Common Stock Purchase Warrant (Quantum Fuel Systems Technologies Worldwide Inc), Warrant Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Certain Other Distributions. If In case the Company shall at any time while this Warrant is outstanding or from time to time after the Company shall cause the holders of its Common Stock to be entitled to receive any Issue Date declare, order, pay or make a dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtednessincluding, without limitation, any shares distribution of stock of any class or any other securities or property or assets rights or warrants to subscribe for securities of the Company or any nature whatsoever of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than:
(other than a) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Company, determined in accordance with GAAP, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid, or
(b) dividends or additional distributions of shares of Common Stock as provided which are referred to in Section 4.1 hereof)4.1, or
(iii) any warrants or other rights to subscribe for or purchase any evidences then, and in each such case, the number of its indebtedness, any shares of stock Common Stock issuable upon exercise of any class or any other securities or property or assets the Warrants evidenced hereby shall be adjusted so that the holder of any nature whatsoevereach share of each Warrant evidenced thereby shall be entitled to receive, then:
upon the exercise thereof, the number of shares of Common Stock determined by multiplying (1) the number of shares of Common Stock acquirable issuable upon exercise of this Warrant shall be adjusted to equal the product of Warrants evidenced hereby on the number of shares of Common Stock acquirable upon exercise of this Warrant day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distributiondistribution by (2) a fraction, multiplied by a fraction (x) the numerator of which shall be the then Current Warrant Market Price per share of Common Stock at for the date period of taking 20 Trading Days preceding such record date, and (y) the denominator of which shall be such the Current Warrant Market Price minus the amount allocable to one per share of Common Stock for the period of any 20 Trading Days preceding such cash so distributable and record date, less the Fair Market Value per share of the fair value Common Stock (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of any and all such evidences dividend or distribution; PROVIDED, HOWEVER, that in the event of indebtedness, a distribution of shares of stockcapital stock of a Subsidiary of the Company (a "Spin-Off") made to holders of shares of Common Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the numerator of such fraction shall be the sum of the Current Warrant Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in effect such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the Current Market Price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this Section 4.3 shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately prior to after the close of business on the record date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustmentdividend or distribution; PROVIDED, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 andHOWEVER, if the outstanding shares of Common Stock proviso to the preceding sentence applies, then such adjustment shall be changed into a larger or smaller number of shares of Common Stock made and be effective as a part of such reclassification, 35th Trading Day after the effective date of such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1Spin-Off.
Appears in 5 contracts
Samples: Warrant Agreement (Aames Financial Corp/De), Warrant Agreement (Aames Financial Corp/De), Warrant Agreement (Aames Financial Corp/De)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash), then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 5 contracts
Samples: Warrant Agreement (Brazil Minerals, Inc.), Warrant Agreement (Brazil Minerals, Inc.), Warrant Agreement (Buyonate Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 5 contracts
Samples: Warrant Agreement (Quest Oil Corp), Warrant Agreement (Quest Oil Corp), Warrant Agreement (Silver Star Energy Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities Securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b) .
Appears in 5 contracts
Samples: Securities Purchase Agreement (MedPro Safety Products, Inc.), Securities Purchase Agreement (MedPro Safety Products, Inc.), Warrant Agreement (Juma Technology Corp.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 5 contracts
Samples: Warrant Agreement (Health Sciences Group Inc), Warrant Agreement (Health Sciences Group Inc), Warrant Agreement (Health Sciences Group Inc)
Certain Other Distributions. If at any time while this Warrant Note is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 8(e) hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (in each case set forth in subparagraphs 8(f)(i), then:
(18(f)(ii) and 8(f)(iii) hereof, the “Distributed Property”), then upon any conversion of this Note that occurs after such record date, the holder of this Note shall be entitled to receive, in addition to the Conversion Shares, the Distributed Property that such holder would have been entitled to receive in respect of such number of shares Conversion Shares had the holder been the record holder of Common Stock acquirable upon exercise such Conversion Shares as of this Warrant such record date. Such distribution shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of made whenever any such cash so distributable and conversion is made. In the event that the Distributed Property consists of property other than cash, then the fair value (of such Distributed Property shall be as determined in good faith by the Board and set forth in reasonable detail in a written valuation report (the “Valuation Report”) prepared by the Board. The Company shall give written notice of Directors such determination and a copy of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior Valuation Report to the record holder of this Note, and if the holder objects to such determination within twenty (20) Business Days following the date fixed for determination such notice is given, the Company shall submit such valuation to an investment banking firm of stockholders entitled recognized national standing selected by the holder of this Note and acceptable to receive such distribution the Company in its reasonable discretion, whose opinion shall be adjusted to equal (x) binding upon the Current Warrant Price multiplied by Company and the number of shares of Common Stock acquirable upon exercise holder of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentNote. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 8(f) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.18(e).
Appears in 5 contracts
Samples: Convertible Promissory Note (Axs One Inc), Secured Convertible Promissory Note (Axs One Inc), Secured Convertible Promissory Note (Axs One Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities Securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) Issuer of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Warrant Agreement (NovaRay Medical, Inc.), Warrant Agreement (NovaRay Medical, Inc.), Warrant Agreement (NovaRay Medical, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) of cash,
(ii) any , property, evidences of its indebtedness, any shares of stock of any class indebtedness or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of and supported by an opinion from an investment banking firm mutually agreed upon by the CompanyIssuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal the Warrant Price then in effect multiplied by a fraction (xA) the Current Warrant Price multiplied by numerator of which shall be the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, divided by adjustment and (yB) the denominator of which shall be the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Warrant Agreement (Duke Mining Company, Inc.), Warrant Agreement (Kaching Kaching, Inc.), Warrant Agreement (Kaching Kaching, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer --------------------------- shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). This Section 4(c) shall not apply to the issuance by the Company of (i) warrants for up to 3,000,000 shares of Common Stock of the Company in connection with an employee stock option program (an "ESOP") to be established concurrent with closing of the merger between Medpro Safety Products, Inc. ("Medpro") and the Company (the "Merger"), priced at $1.81 per share, to be issued to the current management of Medpro and the future management of the Company (the "ESOP Warrants"), and (ii) 68,036 warrants, priced at $1.99, to be issued to Chrystal Research (the "Cxxxxxxx Research Warrantx").
Appears in 4 contracts
Samples: Warrant Agreement (DentalServ.com), Warrant Agreement (DentalServ.com), Warrant Agreement (DentalServ.com)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause set a record date or take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof)whatsoever, or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to such adjustment (without giving effect to the record date for such dividend or distribution, limitations on exercise set forth in Section 8 hereof) multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm reasonably acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof) divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustmentadjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof). A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Warrant Agreement (Neoprobe Corp), Warrant Agreement (Neoprobe Corp), Warrant Agreement (Neoprobe Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause set a record date or take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash or Common Stock), then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to such adjustment (without giving effect to the record date for such dividend or distribution, limitations on exercise set forth in Section 8 hereof) multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm reasonably acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof) divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustmentadjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof). A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Warrant Agreement (Commerce Energy Group, Inc.), Warrant Agreement (Commerce Energy Group, Inc.), Warrant Agreement (Commerce Energy Group, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash), then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Option Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Option Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant Option is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Option Agreement (Brazil Minerals, Inc.), Option Agreement (Brazil Minerals, Inc.), Option Agreement (Brazil Minerals, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Warrant Agreement (Astrata Group Inc), Warrant Agreement (Astrata Group Inc), Warrant Agreement (Astrata Group Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled Shares for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Share Equivalents or additional shares of Additional Common Stock as provided in Section 4.1 hereofShares), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Share Equivalents or Additional Common Shares), then (1) the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock Shares at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock Shares of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of Ordinary Shares for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock Shares (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock Shares and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock Shares of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Share Purchase Agreement (Nxu, Inc.), Share Purchase Agreement (Nxu, Inc.), Share Purchase Agreement (Med-X, Inc.)
Certain Other Distributions. If In case the Company shall at any time while this Warrant is outstanding or from time to time after the Company shall cause the holders of its Common Stock to be entitled to receive any Issue Date declare, order, pay or make a dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtednessincluding, without limitation, any shares distribution of stock of any class or any other securities or property or assets rights or warrants to subscribe for securities of the Company or any nature whatsoever of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than:
(other than a) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Company, determined in accordance with GAAP, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid, or
(b) dividends or additional distributions of shares of Common Stock as provided which are referred to in Section 4.1 hereof)4.1, or
(iii) any warrants or other rights to subscribe for or purchase any evidences then, and in each such case, the number of its indebtedness, any shares of stock Common Stock issuable upon exercise of any class or any other securities or property or assets the Warrants evidenced hereby shall be adjusted so that the holder of any nature whatsoevereach share of each Warrant evidenced thereby shall be entitled to receive, then:
upon the exercise thereof, the number of shares of Common Stock determined by multiplying (1) the number of shares of Common Stock acquirable issuable upon exercise of this Warrant shall be adjusted to equal the product of Warrants evidenced hereby on the number of shares of Common Stock acquirable upon exercise of this Warrant day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distributiondistribution by (2) a fraction, multiplied by a fraction (x) the numerator of which shall be the then Current Warrant Market Price per share of Common Stock at for the date period of taking 20 Trading Days preceding such record date, and (y) the denominator of which shall be such the Current Warrant Market Price minus the amount allocable to one per share of Common Stock for the period of any 20 Trading Days preceding such cash so distributable and record date, less the Fair Market Value per share of the fair value Common Stock (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of any and all such evidences dividend or distribution; provided, however, that in the event of indebtedness, a distribution of shares of stockcapital stock of a Subsidiary of the Company (a "Spin-Off") made to holders of shares of Common Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the numerator of such fraction shall be the sum of the Current Warrant Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in effect such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the Current Market Price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this Section 4.3 shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately prior to after the close of business on the record date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustmentdividend or distribution; provided, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 andhowever, if the outstanding shares of Common Stock proviso to the preceding sentence applies, then such adjustment shall be changed into a larger or smaller number of shares of Common Stock made and be effective as a part of such reclassification, 35th Trading Day after the effective date of such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1Spin-Off.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Warrant Agreement (Capital Z Financial Services Fund Ii Lp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of and supported by an opinion from an investment banking firm mutually agreed upon by the CompanyIssuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 4 contracts
Samples: Warrant Agreement (Activecare, Inc.), Warrant Agreement (Evolution Resources, Inc.), Warrant Agreement (Advanced Environmental Recycling Technologies Inc)
Certain Other Distributions. If In case the Company --------------------------- shall at any time while this Warrant is outstanding or from time to time after the Company shall cause the holders of its Common Stock to be entitled to receive any Issue Date declare, order, pay or make a dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtednessincluding, without limitation, any shares distribution of stock of any class or any other securities or property or assets rights or warrants to subscribe for securities of the Company or any nature whatsoever of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than:
(other than a) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Company, determined in accordance with GAAP, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid, or
(b) dividends or additional distributions of shares of Common Stock as provided which are referred to in Section 4.1 hereof)4.1, or
(iii) any warrants or other rights to subscribe for or purchase any evidences then, and in each such case, the number of its indebtedness, any shares of stock Common Stock issuable upon exercise of any class or any other securities or property or assets the Warrants evidenced hereby shall be adjusted so that the holder of any nature whatsoevereach share of each Warrant evidenced thereby shall be entitled to receive, then:
upon the exercise thereof, the number of shares of Common Stock determined by multiplying (1) the number of shares of Common Stock acquirable issuable upon exercise of this Warrant shall be adjusted to equal the product of Warrants evidenced hereby on the number of shares of Common Stock acquirable upon exercise of this Warrant day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distributiondistribution by (2) a fraction, multiplied by a fraction (x) the numerator of which shall be the then Current Warrant Market Price per share of Common Stock at for the date period of taking 20 Trading Days preceding such record date, and (y) the denominator of which shall be such the Current Warrant Market Price minus the amount allocable to one per share of Common Stock for the period of any 20 Trading Days preceeding such cash so distributable and record date, less the Fair Market Value per share of the fair value Common Stock (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of any and all such evidences dividend or distribution; provided, however, that in the event of indebtedness, a distribution of shares of stockcapital stock of a Subsidiary of the Company (a "Spin-Off") made to holders of shares of Common Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the numerator of such fraction shall be the sum of the Current Warrant Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in effect such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the Current Market Price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this Section 4.3 shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately prior to after the close of business on the record date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustmentdividend or distribution; provided, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 andhowever, if the outstanding shares of Common Stock proviso to the preceding sentence applies, then such adjustment shall be changed into a larger or smaller number of shares of Common Stock made and be effective as a part of such reclassification, 35th Trading Day after the effective date of such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1Spin-Off.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Warrant Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash dividends legally payable out of earnings or additional shares earned surplus or Additional Shares of Common Stock as provided in Section 4.1 hereofStock), ; or
(iiiii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash dividends legally payable out of earnings or earned surplus or Additional Shares of Common Stock), then:
then (1A) the Exercise Percentage shall be adjusted to equal the quotient, expressed as a percentage, of (I) the number of shares of Common Stock acquirable upon exercise of this the Company into which the Warrant Preferred Shares are convertible immediately after such adjustment (which shall be adjusted equal to equal the product of the number of shares of Common Stock acquirable upon exercise of this into which the Warrant Preferred Shares are convertible immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per Fair Market Value of a share of Common Stock at the date of taking such record record, and (y) the denominator of which shall be (1) such Current Warrant Price Fair Market Value of a share of Common Stock, minus (2) the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyCompany and supported by an opinion from an investment banking firm of recognized national standing acceptable to the Majority Holders) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
) divided by (2II) the Current number of Fully Diluted Outstanding shares of Common Stock of the Company immediately after such adjustment, and (B) the Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xI) the Current then Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant Preferred Shares immediately prior to the adjustment, adjustment divided by (yII) the number of shares of Common Stock acquirable upon exercise of this Warrant Preferred Shares immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.18(b).
Appears in 4 contracts
Samples: Warrant Agreement (Penn Treaty American Corp), Warrant Agreement (Penn Treaty American Corp), Warrant Agreement (Penn Treaty American Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof)whatsoever, or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 3 contracts
Samples: Warrant Agreement (China Agri-Business, Inc.), Warrant Agreement (China Agri-Business, Inc.), Warrant Agreement (Dolce Ventures, Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause set a record date or take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash or Common Stock), then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to such adjustment (without giving effect to the record date for such dividend or distribution, limitations on exercise set forth in Section 8 hereof) multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm reasonably acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof) divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustmentadjustment (without giving effect to the limitations on exercise set forth in Section 8 hereof). A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 3 contracts
Samples: Warrant Agreement (Blast Energy Services, Inc.), Warrant Agreement (Implant Sciences Corp), Warrant Agreement (Implant Sciences Corp)
Certain Other Distributions. If In case the Company shall at any time while this Warrant is outstanding or from time to time after the Company shall cause the holders of its Common Stock to be entitled to receive any Issue Date declare, order, pay or make a dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtednessincluding, without limitation, any shares distribution of stock of any class or any other securities or property or assets rights or warrants to subscribe for securities of the Company or any nature whatsoever of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than:
(other than a) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Company, determined in accordance with GAAP, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid, or
(b) dividends or additional distributions of shares of Common Stock as provided which are referred to in Section 4.1 hereof)4.1, or
(iii) any warrants or other rights to subscribe for or purchase any evidences then, and in each such case, the number of its indebtedness, any shares of stock Common Stock issuable upon exercise of any class or any other securities or property or assets the Warrants evidenced hereby shall be adjusted so that the holder of any nature whatsoevereach share of each Warrant evidenced thereby shall be entitled to receive, then:
upon the exercise thereof, the number of shares of Common Stock determined by multiplying (1) the number of shares of Common Stock acquirable issuable upon exercise of this Warrant shall be adjusted to equal the product of Warrants evidenced hereby on the number of shares of Common Stock acquirable upon exercise of this Warrant day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distributiondistribution by (2) a fraction, multiplied by a fraction (x) the numerator of which shall be the then Current Warrant Market Price per share of Common Stock at for the date period of taking 20 Trading Days preceding such record date, and (y) the denominator of which shall be such the Current Warrant Market Price minus the amount allocable to one per share of Common Stock for the period of any 20 Trading Days preceding such cash so distributable and record date, less the Fair Market Value per share of the fair value Common Stock (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of any and all such evidences dividend or distribution; provided, however, that in the event of indebtedness, a distribution of shares of stockcapital stock of a Subsidiary of the Company (a "Spin-Off") made to holders of shares of Common Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the numerator of such fraction shall be the sum of the Current Warrant Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in effect such Spin-off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the Current Market Price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this Section 4.3 shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately prior to after the close of business on the record date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustmentdividend or distribution; provided, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 andhowever, if the outstanding shares of Common Stock proviso to the preceding sentence applies, then such adjustment shall be changed into a larger or smaller number of shares of Common Stock made and be effective as a part of such reclassification, 35th Trading Day after the effective date of such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1Spin-Off.
Appears in 3 contracts
Samples: Warrant Agreement (Capital Z Financial Services Fund Ii Lp), Warrant Agreement (Capital Z Financial Services Fund Ii Lp), Warrant Agreement (Capital Z Financial Services Fund Ii Lp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause set a record date or take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares cash, Common Stock Equivalents, Additional Shares of Common Stock as provided in Section 4.1 hereofor Permitted Issuances), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents, Additional Shares of Common Stock or Permitted Issuances), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm reasonably acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 3 contracts
Samples: Warrant Agreement (Urigen Pharmaceuticals, Inc.), Warrant Agreement (Urigen Pharmaceuticals, Inc.), Warrant Agreement (Urigen Pharmaceuticals, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the takes a record of holders of its Common Shares of Series A Preferred Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(iia) any evidences of its indebtedness, any shares of stock of any class assets or property, or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofAdditional Shares), or,
(iiib) any warrants or other rights Options to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class assets or property, or any other securities or property or assets of any nature whatsoeverwhatsoever (other than Additional Shares), then:or
(1c) any Convertible Securities, warrants or other rights to subscribe for Series A Preferred Stock, then (i) the number of shares Shares of Common Series A Preferred Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares Shares of Common Series A Preferred Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock Share at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per Share of Series A Preferred Stock plus the amount of consideration, if any, paid by the holder of one Share of Series A Preferred Stock for such indebtedness, assets, Shares, other securities or property or warrants or other subscription or purchase rights so distributable, minus the amount allocable to one share Share of Common Series A Preferred Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Companyand supported by an opinion from an Independent Financial Expert) of any and all such evidences of indebtedness, shares of stockassets, Shares, other securities or property or warrants or other subscription or purchase rights so distributable; and
provided that in the event that the denominator is calculated to be less than 0.01, the denominator shall be deemed to be 0.01 for purposes of this Section 4.2, and (2ii) the Current Warrant Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Exercise Price multiplied by the number of shares Shares of Common Series A Preferred Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares Shares of Common Series A Preferred Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Shares of Series A Preferred Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares Shares of any other class of stock equity shall be deemed a distribution by the Company to the holders of its Common Stock Shares of such shares Shares or Shares of such other class of stock equity within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 4.1.
Appears in 3 contracts
Samples: Third Supplement to Note Purchase Agreement (Energy & Exploration Partners, Inc.), Note Purchase Agreement (Energy & Exploration Partners, Inc.), Warrant Agreement (Energy & Exploration Partners, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cashcash (other than a cash distribution or dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company),
(iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever, then:
whatsoever (1) other than cash). then the number of shares of Common Stock acquirable issuable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable issuable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xi) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yii) the denominator of which shall be such Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) distributable and the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentproportionately reduced. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 6.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.16.1.
Appears in 3 contracts
Samples: Warrant Agreement (Telespectrum Worldwide Inc), Warrant Agreement (Telespectrum Worldwide Inc), Warrant Agreement (Telespectrum Worldwide Inc)
Certain Other Distributions. If In case the Company shall at any time while this Warrant is outstanding or from time to time after the Company shall cause the holders of its Common Stock to be entitled to receive any Issue Date declare, order, pay or make a dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtednessincluding, without limitation, any shares distribution of stock of any class or any other securities or property or assets rights or warrants to subscribe for securities of the Company or any nature whatsoever of its Subsidiaries by way of dividend or spin-off), on its Common Stock, other than:
(other than a) regular quarterly dividends payable in cash in an aggregate amount not to exceed 15% of net income from continuing operations before extraordinary items of the Company, determined in accordance with GAAP, during the period (treated as one accounting period) commencing on July 1, 1998, and ending on the date such dividend is paid, or
(b) dividends or additional distributions of shares of Common Stock as provided which are referred to in Section 4.1 hereof)4.1, or
(iii) any warrants or other rights to subscribe for or purchase any evidences then, and in each such case, the number of its indebtedness, any shares of stock Common Stock issuable upon exercise of any class or any other securities or property or assets the Warrants evidenced hereby shall be adjusted so that the holder of any nature whatsoevereach share of each Warrant evidenced thereby shall be entitled to receive, then:
upon the exercise thereof, the number of shares of Common Stock determined by multiplying (1) the number of shares of Common Stock acquirable issuable upon exercise of this Warrant shall be adjusted to equal the product of Warrants evidenced hereby on the number of shares of Common Stock acquirable upon exercise of this Warrant day immediately prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distributiondistribution by (2) a fraction, multiplied by a fraction (x) the numerator of which shall be the then Current Warrant Market Price per share of Common Stock at for the date period of taking 20 Trading Days preceding such record date, and (y) the denominator of which shall be such the Current Warrant Market Price minus the amount allocable to one per share of Common Stock for the period of any 20 Trading Days preceeding such cash so distributable and record date, less the Fair Market Value per share of the fair value Common Stock (as determined in good faith by the Board of Directors of the Company, a certified resolution with respect to which shall be mailed to the holder of the Warrants evidenced hereby) of any and all such evidences dividend or distribution; provided, however, that in the event of indebtedness, a distribution of shares of stockcapital stock of a Subsidiary of the Company (a "Spin-Off") made to holders of shares of Common Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the numerator of such fraction shall be the sum of the Current Warrant Market Price per share of Common Stock for the period of 20 Trading Days preceding the 35th Trading Day after the effective date of such Spin-Off and the Current Market Price of the number of shares (or the fraction of a share) of capital stock of the Subsidiary which is distributed in effect such Spin-Off in respect of one share of Common Stock for the period of 20 Trading Days preceding such 35th Trading Day and the denominator of which shall be the Current Market Price per share of the Common Stock for the period of 20 Trading Days proceeding such 35th Trading Day. An adjustment made pursuant to this Section 4.3 shall be made upon the opening of business on the next Business Day following the date on which any such dividend or distribution is made and shall be effective retroactively immediately prior to after the close of business on the record date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustmentdividend or distribution; provided, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 andhowever, if the outstanding shares of Common Stock proviso to the preceding sentence applies, then such adjustment shall be changed into a larger or smaller number of shares of Common Stock made and be effective as a part of such reclassification, 35th Trading Day after the effective date of such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1Spin-Off.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Aames Financial Corp/De), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the takes a record of holders of its Common Shares of Series B Preferred Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(iia) any evidences of its indebtedness, any shares of stock of any class assets or property, or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofAdditional Shares), or,
(iiib) any warrants or other rights Options to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class assets or property, or any other securities or property or assets of any nature whatsoeverwhatsoever (other than Additional Shares), then:or
(1c) any Convertible Securities, warrants or other rights to subscribe for Series B Preferred Stock, then (i) the number of shares Shares of Common Series B Preferred Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares Shares of Common Series B Preferred Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock Share at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per Share of Series B Preferred Stock plus the amount of consideration, if any, paid by the holder of one Share of Series B Preferred Stock for such indebtedness, assets, Shares, other securities or property or warrants or other subscription or purchase rights so distributable, minus the amount allocable to one share Share of Common Series B Preferred Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Companyand supported by an opinion from an Independent Financial Expert) of any and all such evidences of indebtedness, shares of stockassets, Shares, other securities or property or warrants or other subscription or purchase rights so distributable; and
provided that in the event that the denominator is calculated to be less than 0.01, the denominator shall be deemed to be 0.01 for purposes of this Section 4.2, and (2ii) the Current Warrant Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Exercise Price multiplied by the number of shares Shares of Common Series B Preferred Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares Shares of Common Series B Preferred Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Shares of Series B Preferred Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares Shares of any other class of stock equity shall be deemed a distribution by the Company to the holders of its Common Stock Shares of such shares Shares or Shares of such other class of stock equity within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 4.1.
Appears in 3 contracts
Samples: Third Supplement to Note Purchase Agreement (Energy & Exploration Partners, Inc.), Note Purchase Agreement (Energy & Exploration Partners, Inc.), Warrant Agreement (Energy & Exploration Partners, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
i. cash (i) cashother than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company),
(ii) . any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, convertible securities or additional shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) . any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, convertible securities or additional shares of Common Stock), then:
(1) the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders shareholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of this Section 4.14.2.
Appears in 3 contracts
Samples: Warrant Agreement (Orthovita Inc), Warrant Agreement (Orthovita Inc), Warrant Agreement (Orthovita Inc)
Certain Other Distributions. If In case the Company shall at any time while or from time to time after the issuance of this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any declare, order, pay or make a dividend or other distribution on its Common Stock of:
(ia) cash,
(iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever by way of dividend (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at for the date period of taking 20 Trading Days preceding such record (the "Period") and (yB) the denominator of which shall be such Current Warrant Market Price minus per share of Common Stock for the amount allocable to one Period less the Fair Market Value per share of Common Stock of any such cash so distributable dividend or distribution and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change reduction in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4.4 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14.3. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance of stock purchase rights under a stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan not triggered by the holder hereof.
Appears in 3 contracts
Samples: Warrant Agreement (America Service Group Inc /De), Warrant Agreement (America Service Group Inc /De), Warrant Agreement (America Service Group Inc /De)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash), then:
then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 3 contracts
Samples: Warrant Agreement (Nutrition 21 Inc), Warrant Agreement (Nutrition 21 Inc), Warrant Agreement (Nutrition 21 Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 3 contracts
Samples: Warrant Agreement (Glowpoint Inc), Warrant Agreement (Glowpoint Inc), Warrant Agreement (Glowpoint Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
(1) the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price in effect at the time at which the holders of Common Stock become entitled to receive such dividend or other distribution, multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 3 contracts
Samples: Warrant Agreement (Transmeridian Exploration Inc), Warrant Agreement (Transmeridian Exploration Inc), Warrant Agreement (Transmeridian Exploration Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing reasonably acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (Analytical Surveys Inc), Warrant Agreement (Analytical Surveys Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer --------------------------- shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). This Section 4(c) shall not apply to the issuance by the Company of (i) warrants for up to 3,000,000 shares of Common Stock of the Company in connection with an employee stock option program, incentive stock option program, or other qualified or non-qualified employee benefit plan (an "ESOP") to be established concurrent with closing of the merger between Medpro Safety Products, Inc. ("Medpro") and the Company (the "Merger"), priced at $1.81 per share, to be issued to the current management of Medpro and the future management of the Company (the "ESOP Warrants"), (ii) 68,036 warrants, priced at $1.99, to be issued to Chrystal Research (the "Chrystal Research Warrants"), (xxx) 033,458 warrants, xxxxxx at $1.81, to be issued to SC Capital Partners LLC (the "SC Capital Warrants"), or (iv) any shares issued pursuant to the exercise of warrants described in (i) through (iii).
Appears in 2 contracts
Samples: Warrant Agreement (DentalServ.com), Warrant Agreement (DentalServ.com)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend divi-dend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of and supported by an opinion from an investment banking firm mutually agreed upon by the CompanyIssuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (BPO Management Services), Warrant Agreement (BPO Management Services)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,
(iib) any evidences of its indebtedness, any shares of its stock (other than Additional Shares of any class Common Stock) or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof)whatsoever, or
(iiic) any Convertible Securities or any warrants or other rights to subscribe for or purchase any evidences of its indebtednessindebtedness or other property, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of obtained by multiplying the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) Fair Market Value of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1. Notwithstanding the foregoing, in the event of any payment of dividends on the Common Stock in the form of cash from current or retained earnings of the Company, the Company may, in lieu of any adjustment pursuant to this Section 4.2, pay to the Holder cash in an amount equal to the amount of dividends that would have been payable to such Holder in the event this Warrant had been exercised immediately prior to the record date for such dividend.
Appears in 2 contracts
Samples: Warrant Agreement (Firearms Training Systems Inc), Warrant Agreement (Firearms Training Systems Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,
, (iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
or (iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyCompany and supported by an opinion from an investment banking firm of recognized national standing acceptable to the Majority Holders) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (General Electric Capital Corp), Warrant Agreement (General Electric Capital Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause fix a record date for the holders of its Common Stock to be entitled Shares for the purpose of entitling them to receive any dividend or other distribution of:
of (i) cash,
cash (other than ordinary cash dividends), (ii) any evidences evidence of its indebtednessindebtedness of the Company or any subsidiary thereof, any shares of stock of any class Person or any other securities assets or property or assets of any nature whatsoever (other than cash Common Shares or additional shares of Common Stock as provided in Section 4.1 hereof), or
Convertible Securities) or (iii) any warrants or other rights to subscribe for or purchase any evidences evidence of its indebtednessindebtedness of the Company or any subsidiary thereof, any shares of stock of any class Person or any other securities assets or property or assets of any nature whatsoeverwhatsoever (other than Common Shares or Convertible Securities), then:
, in each such case, (1A) the number of shares of Common Stock acquirable Shares issuable upon exercise of this Warrant shall be adjusted increased to equal the product of the number of shares of Common Stock acquirable Shares issuable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction fraction, (x) the numerator of which shall be is the Current Warrant Market Price per share of Common Stock at the date of taking Share on such record date and (y) the denominator of which shall be is such Current Warrant Market Price per Common Share minus the amount allocable to one share of Common Stock of any such cash so distributable (if any) and of the fair market value (as reasonably determined in good faith by the Board and supported by an opinion from an investment banking firm of Directors of recognized national standing acceptable to the CompanyHolder) of any and all such evidences of indebtedness, shares, other assets or property or warrants or other subscription or purchase rights distributable to a holder of one Common Share, and (B) the Current Warrant Price shall be reduced to equal (x) the Current Warrant Price multiplied by the number of Common Shares issuable upon exercise of this Warrant immediately prior to such adjustment divided by (y) the new number of shares issuable upon exercise of this Warrant resulting from the adjustment made pursuant to clause (A) above; provided, that if the event requiring adjustment by this Section 5(b) would cause the Current Warrant Price to be equal to or less than $0, no such adjustment shall be made and the Company shall distribute to each Holder such cash, any and all evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior that would be distributable to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of Holder had such Holder exercised this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1distribution.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Idt Venture Capital Corp), Common Stock Purchase Warrant (Document Security Systems Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company),
(iib) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyCompany and supported by an opinion from an investment banking firm of recognized national standing acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.par
Appears in 2 contracts
Samples: Warrant Agreement (Alteon Inc /De), Warrant Agreement (Alteon Inc /De)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 2 contracts
Samples: Warrant Agreement (Axm Pharma Inc), Warrant Agreement (Axm Pharma Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock Shares to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock Shares as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
(1) the number of shares of Common Stock Shares acquirable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock Shares acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock Share at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock Share of any such cash so distributable and of the fair value (as determined in good faith by the Board board of Directors directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders shareholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock Shares acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock Shares acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock Shares (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock Shares of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Novagold Resources Inc), Warrant Agreement (Electrum Strategic Resources LLC)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities Securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.4(b) ..
Appears in 2 contracts
Samples: Warrant Agreement (Juma Technology Corp.), Warrant Agreement (Juma Technology Corp.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause set a record date or take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares cash, Common Stock Equivalents, Additional Shares of Common Stock as provided in Section 4.1 hereofor Permitted Issuances), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents, Additional Shares of Common Stock or Permitted Issuances), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Ortec International Inc), Warrant Agreement (Ortec International Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
(1) the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Exercise Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Exercise Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Exercise Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (ONCOSEC MEDICAL Inc), Warrant Agreement (ONCOSEC MEDICAL Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cashcash (other than a regular cash dividend payable out of surplus or net profits legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company),
(iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iiic) any warrants warrants, options or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Convertible Securities or Additional Shares of Common Stock), then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by (B) a fraction (x) fraction, the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Companypursuant to Section 4.7 (a), including as to an opinion from an investment banking firm) of any and all such evidences of indebtedness, shares of stock, other than securities or property or warrants or other subscription or purchase rights so distributable; and
and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, divided by (y) adjustment and the denominator of which shall be the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (Family Christian Stores Inc), Warrant Agreement (Family Christian Stores Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities Securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (NovaRay Medical, Inc.), Warrant Agreement (NovaRay Medical, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyBoard) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Credit Agreement (American Apparel, Inc), Warrant Agreement (American Apparel, Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,;
(iib) any evidences of its indebtednessindebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of any class Common Stock or Convertible Securities) or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), ; or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtednessindebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of any class Common Stock or Convertible Securities) or any other securities or property or assets of any nature whatsoever, then:;
(1i) the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable shall be adjusted to equal the product of obtained by multiplying the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per share of Common Stock, minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined reasonably and in good faith by the Board board of Directors directors of the CompanyIssuer) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding Outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding Outstanding shares of Common Stock within the meaning of Section 4.14.1 of this Agreement.
Appears in 2 contracts
Samples: Warrant Agreement (Brigham Exploration Co), Warrant Agreement (Brigham Exploration Co)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend divi-dend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (Communication Intelligence Corp), Warrant Agreement (Communication Intelligence Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:Common Stock Equivalents or Additional Shares of Common Stock),
(1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Financialcontent Inc), Stock Purchase Agreement (Financialcontent Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever(in each case set forth in subparagraphs 4.2(i), then:
(14.2(ii) and 4.2(iii) hereof, the number of shares of Common Stock acquirable “Distributed Property”), then upon any exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to that occurs after the record date for such dividend or other distribution, multiplied by a fraction (x) the numerator holder of which this Warrant shall be entitled to receive, in addition to the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stockWarrant Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders Distributed Property that such holder would have been entitled to receive in respect of such number of Warrant Shares had the holder been the record holder of such Warrant Shares as of such record date. Such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon made whenever any such exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentis made. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (Antares Pharma Inc), Warrant Agreement (Antares Pharma Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
(1) the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A .
(3) a reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (Transmeridian Exploration Inc), Warrant Agreement (Transmeridian Exploration Inc)
Certain Other Distributions. If at any time while this Warrant Note is outstanding the Company Unify shall cause take a record of the holders of its Unify Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,;
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Unify Common Stock as provided in Section 4.1 hereof8(d), ); or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (in each case set forth in subparagraphs 8(e)(i), then:
(18(e)(ii) and 8(e)(iii), the “Distributed Property”), then upon any conversion of this Note that occurs after such record date, the holder of this Note shall be entitled to receive, in addition to the shares of Unify Common Stock, the Distributed Property that such holder would have been entitled to receive in respect of such number of shares of Unify Common Stock acquirable upon exercise had the holder been the record holder of this Warrant such shares of Unify Common Stock as of such record date. Such distribution shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of made whenever any such cash so distributable and conversion is made. In the event that the Distributed Property consists of property other than cash, then the fair value (of such Distributed Property shall be as determined in good faith by the Board of Directors of Unify and set forth in reasonable detail in a written valuation report (the Company“Valuation Report”) prepared by the Board of any Directors of Unify. Unify shall give written notice of such determination and all such evidences a copy of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior Valuation Report to the record holder of this Note, and if the holder objects to such determination within twenty (20) Business Days following the date fixed for determination such notice is given, Unify shall submit such valuation to an investment banking firm of stockholders entitled recognized national standing selected by the holder of this Note and acceptable to receive such distribution Unify in its reasonable discretion, whose opinion shall be adjusted to equal (x) binding upon Unify and the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise holder of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentNote. A reclassification of the Unify Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Unify Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Unify to the holders of its Unify Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 8(e) and, if the outstanding shares of Unify Common Stock shall be changed into a larger or smaller number of shares of Unify Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Unify Common Stock within the meaning of Section 4.18(d).
Appears in 2 contracts
Samples: Subordination Agreement (Axs One Inc), Subordination Agreement (Unify Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its Common Stock to be entitled the Ordinary Shares for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof)cash, or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever other than cash, then:
then (1) the number of shares of Common Stock acquirable upon exercise of Ordinary Shares for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of Ordinary Shares for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock Ordinary Shares at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock Ordinary Shares of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of Ordinary Shares for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of Ordinary Shares for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock Ordinary Shares (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock Ordinary Shares and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock Ordinary Shares of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock Ordinary Shares shall be changed into a larger or smaller number of shares of Common Stock Ordinary Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Ordinary Shares within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (Compass Acquisition CORP), Warrant Agreement (Compass Acquisition CORP)
Certain Other Distributions. If at any time while this Warrant is outstanding after January 22, 1996 the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,;
(iib) any evidences of its indebtednessindebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of any class Common Stock or Convertible Securities) or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofcash), ; or
(iiic) any warrants or other rights to subscribe for or purchase any evidences of its indebtednessindebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of any class Common Stock or Convertible Securities) or any other securities or property or assets of any nature whatsoever, then:;
(1i) the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable shall be adjusted to equal the product of obtained by multiplying the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per share of Common Stock, minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyCompany and supported by an opinion from an investment banking firm of recognized national standing acceptable to the Required Holders) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of this for which a Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (Deeptech International Inc), Warrant Agreement (Deeptech International Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders takes a record of Holders of its Common Stock to be entitled Shares for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(iia) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereofAdditional Shares), or
(iiib) any warrants or other rights Options to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than Additional Shares), then:
then (1i) the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock Share at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per Share minus the amount allocable to one share of Common Stock of any such cash so distributable and Share of the fair value (as determined in good faith by the Board of Directors of the Companyand supported by an opinion from an Independent Financial Expert) of any and all such evidences of indebtedness, shares of stockShares, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Exercise Price multiplied by the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately after such adjustment; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) Shares into shares of Common Stock and shares Shares of any other class of stock equity shall be deemed a distribution by the Company to the holders Holders of its Common Stock Shares of such shares or Shares of such other class of stock equity within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (Baseline Oil & Gas Corp.), Warrant Agreement (Baseline Oil & Gas Corp.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
i. cash (i) cashother than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) . any evidences of its indebtedness, any shares of stock of any class class, or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents, or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) . any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class class, or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities securities, or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Securities Purchase Agreement (OVERSTOCK.COM, Inc), Securities Purchase Agreement (OVERSTOCK.COM, Inc)
Certain Other Distributions. (a) Except as otherwise provided in Section 4.1, no adjustment in respect of any dividends or distributions out of earnings shall be made during the term of this Warrant or upon the exercise of this Warrant.
(b) If at any time while this Warrant is outstanding the Company shall cause the issue any Common Stock or any rights, options, warrants or Convertible Securities to all or substantially all holders of record of its Common Stock Stock, without any charge to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtednesssuch holders, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights entitling them to subscribe for or purchase any evidences of its indebtedness, any shares of stock Common Stock at a price per share less than the Market Price per share of any class or any other securities or property or assets of any nature whatsoeverthe Common Stock on the date fixed for such issue, then:
(1) the number of shares of Common Stock acquirable thereafter purchasable upon the exercise of this each Warrant shall be adjusted to equal the product of determined by multiplying the number of shares of Common Stock acquirable theretofore purchasable upon exercise of this such Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) fraction, the numerator of which shall be the Current Warrant Price per share number of shares of Common Stock Outstanding immediately prior to the issuance of such rights, options, warrants or Convertible Securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to the issuance of the rights, options, warrants or Convertible Securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such Market Price. Such adjustment shall be made whenever such rights, options, warrants or Convertible Securities are issued, and shall become effective immediately and retroactive to the record date for the determination of stockholders entitled to receive such rights, options, warrants or Convertible Securities.
(c) If at any time the Company shall distribute to all or substantially all Holders of its Common Stock, evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants or Convertible Securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in Section 4.2(b) above), then in each case the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of shares of Common stock theretofore purchasable upon exercise of such Warrant by a fraction, the numerator of which shall be the Market Price on the date of taking such record distribution, and (y) the denominator of which shall be such Current Warrant Market Price on such date minus the amount allocable then fair value (determined by the Company's Board of Directors) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants or Convertible Securities applicable to one share of Common Stock of Stock. Such adjustment shall be made whenever any such cash so distributable distribution is made and shall become effective on the date of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior distribution retroactive to the record date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1distribution.
Appears in 2 contracts
Samples: Warrant Agreement (In Store Media Systems Inc), Warrant Agreement (In Store Media Systems Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cash,cash (other than a cash distribution or dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of Company which the Holder shall receive pursuant to Section 4.9 hereof);
(iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securities or additional shares of Common Stock as provided in Section 4.1 hereofStock), ; or
(iiic) any warrants or other rights to subscribe for or purchase any evidences evidence of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
(1) Convertible Securities or Common Stock); then the Current Warrant Price and the Assigned Value shall each be adjusted, so that in each such event lawful and adequate provision shall be made so that the Holder shall receive upon exercise of this Warrant, in addition to the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distributionreceivable thereupon, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share or quantity of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such cash, evidences of indebtedness, shares of stocksecurities, other securities or property or warrants warrants, rights or other subscription or purchase rights so distributable; and
(2) property which they would have received had this Warrant been exercised on the Current Warrant Price in effect date of and immediately prior to such event and had they thereafter, during the record period from the date fixed for determination of stockholders entitled such event to receive such distribution shall be adjusted to equal (x) and including the Current Warrant Price multiplied by the number date of shares of Common Stock acquirable upon actual exercise of this Warrant immediately prior Warrant, retained such cash, evidences of indebtedness, securities, warrants, rights or other property receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Article IV with respect to the adjustment, divided by (y) rights of the number of shares of Common Stock acquirable upon exercise Holder of this Warrant immediately after such adjustmentWarrant. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Outsource International Inc), Escrow Agreement (Outsource International Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding after the Closing Date the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution ofmake:
(i) cash,
(iia) any distribution of evidences of its indebtedness, any shares of stock of any class indebtedness or any other securities or property or assets of any nature whatsoever (other than cash or additional shares Convertible Securities covered by Section 5.4) to all holders of its Common Stock as provided in Section 4.1 hereof)Stock, or
(iiib) any distribution of warrants or other rights to subscribe for or purchase any evidences of its indebtednessindebtedness (other than warrants or rights covered by Section 5.3 hereof) to all holders of its Common Stock, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
then (1i) the number of shares of Common Stock acquirable upon exercise of this for which each Class A Warrant is exercisable shall be adjusted to equal the product of obtained by multiplying the number of shares of Common Stock acquirable upon exercise of this for which one Class A Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied distribution by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date time of taking such record distribution and (yB) the denominator of which shall be such the Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
distributed, and (2ii) the Current Class A Warrant Price in effect shall be reduced to equal (A) the Current Class A Warrant Price immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this for which one Class A Warrant is exercisable immediately prior to the adjustment, such distribution divided by (yB) the number of shares of Common Stock acquirable upon exercise of this for which one Class A Warrant is exercisable immediately after such adjustmentdistribution. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 5.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.15.1.
Appears in 2 contracts
Samples: Warrant Agreement (Lodgian Inc), Warrant Agreement (Lodgian Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (Glowpoint Inc), Warrant Agreement (Glowpoint Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend divi-dend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 2 contracts
Samples: Warrant Agreement (Hienergy Technologies Inc), Warrant Agreement (Hienergy Technologies Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding after the Closing Date the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution ofmake:
(i) cash,
(iia) any distribution of evidences of its indebtedness, any shares of stock of any class indebtedness or any other securities or property or assets of any nature whatsoever (other than cash or additional shares Convertible Securities covered by Section 5.4) to all holders of its Common Stock as provided in Section 4.1 hereof)Stock, or
(iiib) any distribution of warrants or other rights to subscribe for or purchase any evidences of its indebtednessindebtedness (other than warrants or rights covered by Section 5.3 hereof) to all holders of its Common Stock, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
then (1i) the number of shares of Common Stock acquirable upon exercise of this for which each Class B Warrant is exercisable shall be adjusted to equal the product of obtained by multiplying the number of shares of Common Stock acquirable upon exercise of this for which one Class B Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied distribution by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date time of taking such record distribution and (yB) the denominator of which shall be such the Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
distributed, and (2ii) the Current Class B Warrant Price in effect shall be reduced to equal (A) the Current Class B Warrant Price immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this for which one Class B Warrant is exercisable immediately prior to the adjustment, such distribution divided by (yB) the number of shares of Common Stock acquirable upon exercise of this for which one Class B Warrant is exercisable immediately after such adjustmentdistribution. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 5.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.15.1.
Appears in 2 contracts
Samples: Warrant Agreement (Lodgian Inc), Warrant Agreement (Lodgian Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the takes a record of holders of its Common Stock to be entitled Shares for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(iia) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than Additional Shares) or any other property, dividends or other cash or additional shares of Common Stock as provided in Section 4.1 hereof)distributions, or
(iiib) any warrants or other rights Options to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or for any other securities or property or assets of any nature whatsoeverwhatsoever (other than Additional Shares) or for any other property, then:
then (1i) the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, multiplied adjustment by a fraction (xA) the numerator of which shall be the Current Warrant Market Price per share of Common Stock Share at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Market Price per Share at the date of taking such record, plus the amount of consideration, if any, paid by the holder of one (1) Share for such evidence of indebtedness, other securities or property, or options so distributable and minus the amount allocable to one share of Common Stock of any such cash so distributable and Share of the fair value (as determined in good faith by the Board of Directors of the Companyand supported by an opinion from an Independent Financial Expert) of any and all such evidences of indebtedness, shares of stockShares, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2ii) the Current Warrant Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Exercise Price multiplied by the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of Shares for which this Warrant is exercisable immediately after such adjustment; provided, that if any such adjustments would reduce the Exercise Price to below the par value per Share, the Company will first reduce the par value to below such adjusted Exercise Price. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) Shares into shares of Common Stock and shares of any other class of stock equity shall be deemed a distribution by the Company to the holders Holders of its Common Stock Shares of such shares or shares of such other class of stock equity within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock Shares shall be changed into a larger or smaller number of shares of Common Stock Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock Shares within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (ABC Funding, Inc), Warrant Agreement (ABC Funding, Inc)
Certain Other Distributions. (a) If at any time while this Warrant is outstanding prior to the Expiration Date the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Convertible Securi- ties or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
(1) the number of shares Convertible Securities or Additional Shares of Common Stock acquirable upon exercise of this Warrant Stock), then Holder shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the record date for such dividend or distribution, multiplied by a fraction (x) the numerator of which shall be the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such dividend or distribution shall be adjusted to equal (x) as if Holder had exercised the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentWarrant. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
(b) In case the Company shall issue any Common Stock or any rights, options or warrants to all holders of record of its Common Stock entitling all holders to subscribe for or purchase shares of Common Stock at a price per share less than the Market Price per share of the Common Stock on the date fixed for such issue, the Current Warrant Price in effect immediately prior to the close of business on the date fixed for such determination shall be reduced to the amount determined by multiplying such Current Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Market Price and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, such reduced amount to become effective immediately after the close of business on the date fixed for such determination. For the purposes of this clause (b), (i) the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company and (ii) in the case of any rights, options or warrants which expire by their terms not more than 60 days after the date of issue, sale, grant or assumption thereof, no adjustment of the Current Warrant Price shall be made until the expiration or exercise of all rights, options or warrants, whereupon such adjustment shall be made in the manner provided in this clause (b), but only with respect to the shares of Common Stock actually issued pursuant thereto. Such adjustment shall be made successively whenever any event specified above shall occur. In the event that any or all rights, options or warrants covered by this clause (b) are not so issued or expire or terminate before being exercised, the Current Warrant Price then in effect shall be appropriately readjusted.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause the holders of its Common Stock to be entitled to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash or additional shares of Common Stock as provided in Section 4.1 hereof), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever, then:
including, without limitation, any distribution under the Rights Agreement between the Corporation and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of September 11, 2001, as currently in effect and as may in the future be amended from time to time or any similar arrangement, (1in each case set forth in subparagraphs 4.2(i), 4.2(ii) and 4.2(iii) hereof, the number of shares of Common Stock acquirable “Distributed Property”), then upon any exercise of this Warrant shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to that occurs after the record date for such dividend or other distribution, multiplied by a fraction (x) the numerator holder of which this Warrant shall be entitled to receive, in addition to the Current Warrant Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Price minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such evidences of indebtedness, shares of stockWarrant Stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
(2) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders Distributed Property that such holder would have been entitled to receive in respect of such number of Warrant Shares had the holder been the record holder of such Warrant Shares as of such record date. Such distribution shall be adjusted to equal (x) the Current Warrant Price multiplied by the number of shares of Common Stock acquirable upon made whenever any such exercise of this Warrant immediately prior to the adjustment, divided by (y) the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after such adjustmentis made. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Corporation to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Warrant Agreement (Boston Life Sciences Inc /De), Warrant Agreement (Boston Life Sciences Inc /De)
Certain Other Distributions. If at any time while this Warrant is outstanding time, the Company Issuer shall cause make, issue, or set a record date for the determination of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(d) as of the time of actual payment of such dividends or distributions.
Appears in 2 contracts
Samples: Warrant Agreement (Medical Media Television, Inc.), Warrant Agreement (Medical Media Television, Inc.)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment (without regard to any limitations on exercise contained herein) multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment (without regard to any limitations on exercise contained herein) divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustmentadjustment (without regard to any limitations on exercise contained herein). A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (Silver Star Energy Inc), Warrant Agreement (Silver Star Energy Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company shall cause take a record of the holders of its Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(ia) cashcash (other than a regular cash dividend payable out of surplus or net profits legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company),
(iib) any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoever (other than cash Convertible Securities or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iiic) any warrants warrants, options or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than Convertible Securities or Additional Shares of Common Stock), then:
then (1i) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of (A) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by (B) a fraction (x) fraction, the numerator of which shall be the Current Warrant Market Price per share of Common Stock at the date of taking such record and (y) the denominator of which shall be such Current Warrant Market Price per share of Common Stock minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Companypursuant to Section 4.7(a), including as to an opinion from an investment banking firm) of any and all such evidences of indebtedness, shares of stock, other than securities or property or warrants or other subscription or purchase rights so distributable; and
and (2ii) the Current Warrant Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price multiplied by (B) a fraction, the numerator of which shall be the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, divided by (y) adjustment and the denominator of which shall be the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Decrane Aircraft Holdings Inc), Warrant Agreement (Decrane Aircraft Holdings Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cash,
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities Securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), oror MERU NETWORKS, INC. CLASS A WARRANT TO PURCHASE COMMON STOCK
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b).
Appears in 2 contracts
Samples: Warrant Agreement (Meru Networks Inc), Warrant Agreement (Meru Networks Inc)
Certain Other Distributions. If at any time while this Warrant is outstanding the Company Issuer shall cause make or issue or set a record date for the determination of the holders of its the Common Stock to be entitled for the purpose of entitling them to receive any dividend or other distribution of:
(i) cashcash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer),
(ii) any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoever (other than cash cash, Common Stock Equivalents or additional shares Additional Shares of Common Stock as provided in Section 4.1 hereofStock), or
(iii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property or assets of any nature whatsoeverwhatsoever (other than cash, then:
Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the record date for such dividend or distribution, adjustment multiplied by a fraction (xA) the numerator of which shall be the Current Warrant Price per share Per Share Market Value of Common Stock at the date of taking such record and (yB) the denominator of which shall be such Current Warrant Price Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the CompanyIssuer and supported by an opinion from an investment banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable; and
, and (2) the Current Warrant Price then in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted to equal (xA) the Current Warrant Price then in effect multiplied by the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately prior to the adjustment, adjustment divided by (yB) the number of shares of Common Stock acquirable upon exercise of for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.2 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.14(b). Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c) as of the time of actual payment of such dividends or distributions.
Appears in 2 contracts
Samples: Warrant Agreement (Manaris Corp), Warrant Agreement (Manaris Corp)
