Changes in Common Stock. In the event that, at any time or from time to time after the date of this Agreement, the Company shall (a) pay a dividend or make a distribution on its Common Stock exclusively in shares of its Common Stock, (b) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock or (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (d) issue or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each case, the number of shares of Common Stock purchasable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon the happening of such event so that, after giving effect to such adjustment, the Holder of each Warrant shall be entitled to receive, upon payment of the same aggregate Exercise Price, the number of shares of Common Stock upon exercise that such Holder would have owned or have been entitled to receive had such Warrant been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 4.1 shall become effective at the opening of business on the day immediately following the record date fixed for determining the stockholders entitled to receive such dividend or distribution, in the case of a dividend or distribution in shares of Common Stock, and shall become effective at the opening of business on the day immediately following the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:
Appears in 1 contract
Changes in Common Stock. In the event that, that at any time or from ----------------------- time to time after the date of this Agreementhereof, the Company shall (ai) pay a dividend or make a distribution on its Common Stock exclusively in shares of its Common Stock or other shares of its capital stock to all holders of Common Stock, (bii) subdivide its outstanding shares of Common Stock into a greater larger number of shares of Common Stock or Stock, (ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (div) issue increase or sell, or in accordance with decrease the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale number of shares of Common Stock owned or held outstanding by or for the account reclassification of the Company, but excluding shares of its Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each case, other than a transaction to which Section 4.4 is applicable), then the number of shares of Common Stock purchasable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect Warrants immediately prior to such action will be proportionately adjusted upon after the happening of such event shall be adjusted so that, after giving effect to such adjustment, the each Holder of each Warrant the Warrants shall be entitled to receive, upon payment of the same aggregate Exercise Price, receive the number of shares of Common Stock (and other shares of capital stock, if applicable) upon exercise that such Holder would have owned or have been entitled to receive had such Warrant the Warrants been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 above (or, in the case of a dividend or distribution of Common StockStock or other shares of capital stock, immediately prior to the record date therefor), and the Exercise Price shall be adjusted in inverse proportion. An adjustment made pursuant to this Section 4.1 shall become effective at immediately after the opening of business on the day immediately following effective date, retroactive to the record date fixed for determining the stockholders entitled to receive such dividend or distribution, therefor in the case of a dividend or distribution in shares of Common StockStock or other shares of capital stock, and shall become effective at the opening of business on the day immediately following after the effective date in the case of such subdivision a subdivision, combination or combinationreclassification. For purposes of determining the adjusted Exercise Price under clause (d) of The adjustment contemplated by this Section 4.1, the following 4.1 shall be applicable:made successively whenever any event listed above shall occur.
Appears in 1 contract
Changes in Common Stock. In the event that, at any time or from time to time after the date of this Agreement, If the Company shall (ai) pay a dividend or make a distribution on its combine the outstanding shares of Common Stock exclusively in shares into a lesser number of its Common Stockshares, (bii) subdivide its the outstanding shares of Common Stock into a greater number of shares of Common Stock or (ciii) combine its outstanding issue additional shares of Common Stock into as a smaller number of shares of Common Stock dividend or (d) issue or sell, or in accordance other distribution with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal respect to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each caseCommon Stock, the number of shares of Common Warrant Stock purchasable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon the happening of such event so that, after giving effect to such adjustment, the Holder of each Warrant shall be entitled equal to receive, upon payment of the same aggregate Exercise Price, the number of shares of Common Stock upon exercise that such which the Holder would have owned or have been entitled to receive had such Warrant been exercised immediately prior to after the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 (or, in the case of a dividend or distribution of Common Stock, above if such shares had been issued immediately prior to the record date therefor)happening of such event, such adjustment to become effective concurrently with the effectiveness of such event. An adjustment made pursuant to Whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted as provided in this Section 4.1 3.1, the Purchase Price payable upon the exercise of this Warrant shall become effective at be adjusted to that price determined by multiplying the opening Purchase Price in effect immediately prior to such adjustment by a fraction (i) the numerator of business on which shall be the day number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately following prior to such adjustment, and (ii) the record date fixed for determining denominator of which shall be the stockholders entitled to receive such dividend or distribution, in the case number of a dividend or distribution in shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter. The number of shares of Common Stock, and shall become effective Stock outstanding at the opening of business on the day immediately following the effective date of such subdivision or combination. For any given time for purposes of determining the adjusted Exercise Price under clause (d) of adjustments set forth in this Section 4.1, 3 shall exclude any shares then directly or indirectly held in the following shall be applicable:treasury of the Company.
Appears in 1 contract
Samples: Warrant Agreement (dELiAs, Inc.)
Changes in Common Stock. In the event thatthe Company shall, at any time or from time to time after the date hereof, (i) issue any shares of this Agreement, the Company shall (a) pay a dividend or make a distribution on its Common Stock exclusively in shares as a stock dividend to the holders of its Common Stock, (bii) subdivide its or combine the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock or (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (diii) issue or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of its capital stock in a reclassification or reorganization of the Common Stock (including the issuance any such issuance, subdivision, combination, reclassification or sale reorganization being herein called a "Change of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”Shares"), then, then (A) in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (bi) or (c), in each caseii) above, the number of shares of Common Stock purchasable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will that may be proportionately adjusted purchased upon the happening of such event so that, after giving effect to such adjustment, the Holder exercise of each Warrant shall be entitled adjusted to receive, upon payment of the same aggregate Exercise Price, the number of shares of Common Stock upon exercise that the Holder of such Holder Warrant would have owned or have been entitled to receive after the happening of such event had such Warrant been exercised immediately prior to the happening record date (or, if there is no record date, the effective date) for such event, and the Purchase Price shall be adjusted to the price (calculated to the nearest 1,OOOth of any one cent) determined by multiplying the Purchase Price immediately prior to such event by a fraction the numerator of which shall be the events described number of shares of Common Stock purchasable with one Warrant immediately prior to such event and the denominator of which shall be the number of shares of Common Stock purchasable with one Warrant after the adjustment referred to above and (B) in clauses the case of (a)iii) above, paragraph
(b1) or below shall apply. An adjustment made pursuant to clause (cA) of this Section 4.1 paragraph (or, a) shall become effective retroactively immediately after the record date in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 4.1 shall become effective at the opening of business on the day immediately following the record date fixed for determining the stockholders entitled to receive such dividend or distribution, in the case of a dividend or distribution in shares of Common Stock, and shall become effective at immediately after the opening effective date in other cases, but any shares of business on the day immediately following Common Stock issuable solely as a result of such adjustment shall not be issued prior to the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:event.
Appears in 1 contract
Changes in Common Stock. In the event that, that at any time or and from time to time after the date of this Agreement, the Company shall (ai) pay a dividend or make a distribution on its Common Stock exclusively in shares of its Common Stock or other shares of Capital Stock, (bii) subdivide its outstanding shares of Common Stock into a greater larger number of shares of Common Stock or Stock, (ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (div) issue increase or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each case, decrease the number of shares of Common Stock purchasable outstanding by reclassification of its Common Stock, then the number of shares of Common Stock issuable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon after the happening of such event shall be adjusted so that, after giving effect to such adjustment, the Holder of each Warrant shall be entitled to receive, upon payment of the same aggregate Exercise Price, receive the number of shares of Common Stock upon exercise of such Warrant that such Holder would have owned or have been entitled to receive had such Warrant Warrants been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 above (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor), and the Exercise Price shall be adjusted to the price (calculated to the nearest 100th of one cent) determined by multiplying the Exercise Price immediately prior to such event by a fraction, the numerator of which shall be the number of Warrant Shares purchasable with one Warrant immediately prior to such event and the denominator of which shall be the number of Warrant Shares purchasable with one Warrant after the adjustment referred to above. An adjustment made pursuant to this Section 4.1 4.01 shall become effective at immediately after the opening of business on the day immediately following distribution date, retroactive to the record date fixed for determining the stockholders entitled to receive such dividend or distribution, therefor in the case of a dividend or distribution in shares of Common Stock or other shares of Capital Stock, and shall become effective at the opening of business on the day immediately following after the effective date in the case of such subdivision a subdivision, combination or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:reclassification.
Appears in 1 contract
Changes in Common Stock. In the event that, that at any time or from time to time after the date of this Agreement, hereof the Company shall (ai) pay declare a dividend or make a distribution on its Common Stock exclusively payable in shares of its Common StockStock or other shares of capital stock, (bii) subdivide its outstanding shares of Common Stock into a greater larger number of shares of Common Stock or shares, (ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (d) issue or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a)shares, (biv) increase or (c), in each case, decrease the number of shares of Common Stock purchasable upon exercise outstanding by reclassification of each its Common Stock, or (v) issue by reclassification of its Common Stock other securities of the Company, then the Number of Shares Per Warrant (immediately after the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon the happening occurrence of such event shall be adjusted so that, after giving effect to such adjustment, the each Holder of each Warrant shall be entitled to receive, upon payment of the same aggregate Exercise Price, receive the number of shares of Common Stock and Other Securities upon exercise that such Holder would have owned or have been entitled to receive had such each Warrant been exercised immediately prior to the happening of any occurrence of the events described in clauses (a), (b) or (c) of this Section 4.1 above (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor), and the Exercise Price for each Warrant shall be adjusted to a number determined by multiplying the Exercise Price by a fraction, (A) the numerator of which shall be the Number of Shares Per Warrant immediately prior to such adjustment, and (B) the denominator of which shall be the Number of Shares Per Warrant immediately following such adjustment. An adjustment made pursuant to this Section 4.1 3.1 shall become effective at immediately after the opening of business on the day immediately following effective date, retroactive to the record date fixed for determining the stockholders entitled to receive such dividend or distributiontherefor, in the case of a dividend or distribution in shares of Common Stock, and shall become effective at the opening of business on the day immediately following after the effective date in the case of such subdivision a subdivision, combination or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:reclassification.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Numbeer, Inc.)
Changes in Common Stock. In the event thatthe Company shall, at any ----------------------- time or from time to time after the date time, (i) issue any shares of this Agreement, the Company shall (a) pay a dividend or make a distribution on its Common Stock exclusively in shares as a stock - dividend to the holders of its Common Stock, (bii) subdivide its or combine the -- outstanding shares of Common Stock into a greater or lesser number of shares, (iii) issue any shares of its capital stock in a reclassification or --- reorganization of the Common Stock Stock, or (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (div) issue or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including -- pursuant to the issuance or sale of shares of Common Stock owned or held by or for the account terms of the Company, but excluding shares of Common Stock deemed to have been issued agreement by which the Company in connection with acquired ICT Spectrum Constructors, Inc. (any Excluded Securities for such issuance, subdivision, combination, reclassification or reorganization being called a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”"Change of Shares"), then, then (x) - in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (bi) or (c), in each caseii) above, the number of shares of Common Stock purchasable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will that may be proportionately adjusted purchased upon the happening of such event so that, after giving effect to such adjustment, the Holder exercise of each Warrant shall be entitled adjusted to receive, upon payment of the same aggregate Exercise Price, the number of shares of Common Stock upon exercise that the Holder of such Holder Warrant would have owned or have been entitled to receive after the happening of such event had such Warrant been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 record date (or, if there is no record date, the effective date) for such event, and the Purchase Price shall be adjusted to the price (calculated to the nearest 1,000th of one cent) determined by multiplying the Purchase Price immediately prior to such event by a fraction, the numerator of which shall be the number of shares of Common Stock purchasable with one Warrant immediately prior to such event and the denominator of which shall be the number of shares of Common Stock purchasable with one Warrant after the adjustment referred to above and (y), in the case of a dividend or distribution of Common Stock(iii) above, immediately prior to the record date therefor)paragraph - (l) below shall apply. An adjustment made pursuant to clause (x) of this Section 4.1 paragraph (a) shall become effective at the opening of business on the day retroactively immediately following after the record date fixed for determining the stockholders entitled to receive such dividend or distribution, in the case of a such dividend or distribution in shares of Common Stock, and shall become effective at immediately after the opening effective date in other cases, but any shares of business on the day immediately following Common Stock issuable solely as a result of such adjustment shall not be issued prior to the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:event.
Appears in 1 contract
Changes in Common Stock. The Exercise Price and the number of Warrant Shares issuable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 5. In the event that, that at any time or from time to time after the date of this Agreement, the Company shall shall:
(ai) pay a dividend or make a distribution on its Common Stock exclusively payable in shares of its Common Stock, Stock or other equity interests of the Company,
(bii) subdivide its outstanding shares of Common Stock into a greater larger number of shares of Common Stock or Stock,
(ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock Stock, or
(iv) increase or (d) issue or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each case, decrease the number of shares of Common Stock purchasable upon exercise outstanding by reclassification of each Warrant its Common Stock,
(the “Exercise Rate”a) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon the happening of such event so that, after giving effect to such adjustment, the Holder of each Warrant shall be entitled to receive, upon payment of the same aggregate Exercise Price, the number of shares of Common Stock issuable upon exercise of each Warrant immediately after the happening of such event shall be adjusted to a number determined by multiplying (1) the number of shares of Common Stock that such Holder holder would have owned or have been entitled to receive upon exercise had such Warrant Warrants been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 above (or, in the case of a dividend or distribution of Common StockStock or other shares of capital stock, immediately prior to the record date therefor), (2) by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately after the happening of the events described above and the denominator of which shall be the total number of shares of Common Stock outstanding immediately prior to the happening of the events described above; and (b), subject to Section 5.07, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing (1) the Exercise Price immediately prior to such event by (2) the aforementioned fraction. An adjustment made pursuant to this Section 4.1 5.01 shall become effective at immediately after the opening effective date of business on the day immediately following such event, retroactive to the record date fixed for determining the stockholders entitled to receive such dividend or distribution, therefor in the case of a dividend or distribution in shares of Common StockStock or other shares of the Company's capital stock. If after an adjustment a Holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, and the Company shall become effective at determine the opening allocation of business on the day immediately following the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section 4.1, the following 5. Such adjustment shall be applicable:made successively whenever any event listed above shall occur.
Appears in 1 contract
Samples: Warrant Agreement (Safety Components International Inc)
Changes in Common Stock. In the event that, that at any time or and from time to time after the date of this Agreement, the Company shall (ai) pay a dividend or make a distribution on its the Common Stock exclusively in shares of its Common Stock, (bii) subdivide its outstanding shares of Common Stock into a greater larger number of shares of Common Stock or Stock, (ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (div) issue increase or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each case, decrease the number of shares of Common Stock purchasable outstanding by reclassification of its Common Stock, then the number of shares of Common Stock issuable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon after the happening of such event shall be adjusted so that, after giving effect to such adjustment, the Holder of each Warrant shall be entitled to receive, upon payment of the same aggregate Exercise Price, receive the number of shares of Common Stock upon exercise of such Warrant that such Holder would have owned or would have been entitled to receive had such Warrant Warrants been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 above (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 4.1 4.01 shall become effective at immediately after the opening of business on the day immediately following distribution date, retroactive to the record date fixed for determining the stockholders entitled to receive such dividend or distribution, therefor in the case of a dividend or distribution in shares of Common Stock or other shares of Capital Stock, and shall become effective at the opening of business on the day immediately following after the effective date in the case of such subdivision a subdivision, combination or combinationreclassification. For purposes If any event occurs of determining the adjusted Exercise Price under clause (d) type contemplated by the provisions of this Section 4.14.01 but not expressly provided for by such provisions, then the following shall be applicable:Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holders.
Appears in 1 contract
Changes in Common Stock. In the event that, that at any time or from time to time after the date of this Agreement, the Company CyberShop shall (ai) pay a dividend or make a distribution on its Common Stock exclusively in shares of its Common StockStock or other shares of its capital stock, (bii) subdivide its outstanding shares of Common Stock into a greater larger number of shares of Common Stock or Stock, (ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (div) issue increase or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each case, decrease the number of shares of Common Stock purchasable upon exercise outstanding by reclassification of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon the happening of such event so thatits Common Stock, after giving effect to such adjustment, the Holder of each Warrant shall be entitled to receive, upon payment of the same aggregate Exercise Price, then the number of shares of Common Stock issuable upon exercise of each Warrant immediately after the happening of such event shall be adjusted to a number determined by multiplying the number of shares of Common Stock that such Holder holder would have owned or have been entitled to receive upon exercise had such Warrant Warrants been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 above (or, in the case of a dividend or distribution of Common StockStock or other shares of capital stock, immediately prior to the record date therefor)) by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately after the happening of the events described above and the denominator of which shall be the total number of shares of Common Stock outstanding immediately prior to the happening of the events described above; and subject to Section 4.08, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such event by such fraction. An adjustment made pursuant to this Section 4.1 4.01 shall become effective at immediately after the opening effective date of business on the day immediately following such event, retroactive to the record date fixed for determining the stockholders entitled to receive such dividend or distribution, therefor in the case of a dividend or distribution in shares of Common Stock, and shall become effective at the opening Stock or other shares of business on the day immediately following the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:CyberShop's capital stock.
Appears in 1 contract
Changes in Common Stock. In the event thatthe Company shall, at any ----------------------- time or from time to time after the date hereof, (i) issue any shares of this Agreement, the Company shall (a) pay a dividend or make a distribution on its Common Stock exclusively in shares as a stock dividend to the holders of its Common Stock, (bii) subdivide its or combine the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock or (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (diii) issue or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of its capital stock in a reclassification or reorganization of the Common Stock (including the issuance any such issuance, subdivision, combination, reclassification or sale reorganization being herein called a "Change of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”Shares"), then, then (A) in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (bi) or (c), in each caseii) above, the number of shares of Common Stock purchasable upon exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will that may be proportionately adjusted purchased upon the happening of such event so that, after giving effect to such adjustment, the Holder exercise of each Warrant shall be entitled adjusted to receive, upon payment of the same aggregate Exercise Price, the number of shares of Common Stock upon exercise that the Holder of such Holder Warrant would have owned or have been entitled to receive after the happening of such event had such Warrant been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 record date (or, if there is no record date, the effective date) for such event, and the Purchase Price shall be adjusted to the price (calculated to the nearest 1,000th of one cent) determined by multiplying the Purchase Price immediately prior to such event by a fraction, the numerator of which shall be the number of shares of Common Stock purchasable with one Warrant immediately prior to such event and the denominator of which shall be the number of shares of Common Stock purchasable with one Warrant after the adjustment referred to above and (B) in the case of a dividend or distribution of Common Stock(iii) above, immediately prior to the record date therefor)paragraph (l) below shall apply. An adjustment made pursuant to clause (A) of this Section 4.1 paragraph (a) shall become effective at the opening of business on the day retroactively immediately following after the record date fixed for determining the stockholders entitled to receive such dividend or distribution, in the case of a such dividend or distribution in shares of Common Stock, and shall become effective at immediately after the opening effective date in other cases, but any shares of business on the day immediately following Common Stock issuable solely as a result of such adjustment shall not be issued prior to the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:event.
Appears in 1 contract
Samples: Warrant Agreement (Systems Applications International Inc)
Changes in Common Stock. In the event thatthe Company shall, at any time or from time to time after the date hereof, (i) issue any shares of this Agreement, the Company shall (a) pay a dividend or make a distribution on its Common Stock exclusively in shares as a stock dividend to the holders of its Common Stock, (bii) subdivide its or combine the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock or (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (diii) issue or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of its capital stock in a reclassification, or reorganization of the Common Stock (including the issuance any such issuance, subdivision, combination, reclassification, or sale reorganization being herein called a "Change of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”Shares"), then, then (A) in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (bi) or (c), in each caseii) above, the number of shares of Common Stock purchasable that may be purchased upon the exercise of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon the happening of such event so that, after giving effect to such adjustment, the Holder of each this Warrant shall be entitled adjusted to receive, upon payment of the same aggregate Exercise Price, the number of shares of Common Stock upon exercise that such the Warrant Holder would have owned or have been entitled to receive after the happening of such event had such this Warrant been exercised immediately prior to the happening record date (or, if there is no record date, the effective date) for such event, and the Exercise Price shall be adjusted to the price (calculated to the nearest 1,000th of any one cent) determined by multiplying the Exercise Price immediately prior to such event by a fraction the numerator of which shall be the events described number of shares of Common Stock purchasable with this Warrant immediately prior to such event and the denominator of which shall be the number of shares purchasable with this Warrant after the adjustment referred to above and (B) in clauses the case of (a)iii) above, paragraph (bl) or below shall apply. An adjustment made pursuant to clause (cA) of this Section 4.1 (or, paragraph shall become effective retroactively immediately after the record date in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 4.1 shall become effective at the opening of business on the day immediately following the record date fixed for determining the stockholders entitled to receive such dividend or distribution, in the case of a dividend or distribution in shares of Common Stock, and shall become effective at immediately after the opening effective date in other cases. Any shares of business on the day immediately following Common Stock purchasable solely as a result of such adjustment shall not be issued prior to the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:event.
Appears in 1 contract
Changes in Common Stock. In the event that, that at any time or from time to time after the date of this execution of the Indemnification and Warrant Purchase Agreement, the Company shall (ai) pay a dividend or make a distribution on its Common Stock exclusively payable in shares of its Common StockStock or other equity interests of the Company, (bii) subdivide its outstanding shares of Common Stock into a greater larger number of shares of Common Stock or Stock, (ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (div) issue increase or sell, or in accordance with the following paragraph is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, in the case of clause (d), immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price; and then, in the case of clauses (a), (b) or (c), in each case, decrease the number of shares of Common Stock purchasable upon exercise outstanding by reclassification of each Warrant (the “Exercise Rate”) and the Exercise Price in effect immediately prior to such action will be proportionately adjusted upon the happening of such event so thatits Common Stock, after giving effect to such adjustment, the Holder of each Warrant shall be entitled to receive, upon payment of the same aggregate Exercise Price, then the number of shares of Common Stock issuable upon exercise of each Warrant immediately after the happening of such event shall be adjusted to a number determined by multiplying the number of shares of Common Stock that such Holder would have owned or have been entitled to receive upon exercise had such Warrant Warrants been exercised immediately prior to the happening of any of the events described in clauses (a), (b) or (c) of this Section 4.1 above (or, in the case of a dividend or distribution of Common StockStock or other shares of capital stock, immediately prior to the record date therefor)) by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately after the happening of the events described above and the denominator of which shall be the total number of shares of Common Stock outstanding immediately prior to the happening of the events described above; and subject to Section 4.5, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such event by the aforementioned fraction. An adjustment made pursuant to this Section 4.1 shall become effective at immediately after the opening effective date of business on the day immediately following such event, retroactive to the record date fixed for determining the stockholders entitled to receive such dividend or distribution, therefor in the case of a dividend or distribution in shares of Common Stock, and shall become effective at Stock or other shares of the opening of business on the day immediately following the effective date of such subdivision or combination. For purposes of determining the adjusted Exercise Price under clause (d) of this Section 4.1, the following shall be applicable:Company's capital stock.
Appears in 1 contract