Common Stock Rights. If, at any time while this Warrant is outstanding and unexpired, the Company shall pay a dividend or other distribution on all Common Stock consisting of, or shall otherwise issue to all holders of Common Stock, rights, warrants or options (not being available on an equivalent basis to the Holders of this Warrant upon exercise) entitling the holders of Common Stock to subscribe for or purchase Common Stock at a price per share less than the current market price (determined as provided in Section 2.2) of a share of Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, warrants or options (other than pursuant to a dividend reinvestment plan), the Exercise Price shall be decreased by multiplying the then current Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at 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 current market price, and the denominator of which shall be the number of shares of Common Stock outstanding at 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 decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. In the event that such rights or warrants are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights, warrants or options had not been fixed. Upon adjustment of the Exercise Price pursuant to this Section 4.4, the number of shares subject to issuance upon exercise of this Warrant shall be adjusted by multiplying such number of shares prior to such adjustment by a fraction, the numerator of which is the Exercise Price in effect immediately prior to such adjustment and the denominator of which is the Exercise Price in effect immediately after giving effect to such adjustment. In making any determinations under this Section 4.4, there shall be taken into account any consideration received for such rights, warrants or options, the value of which consideration, if other than cash, shall be fixed in good faith by the...
Common Stock Rights. On the Termination Date the Company shall pay to the Executive a lump sum cash payment equal to $634,524, plus an amount equal to all of the dividends that have accrued and are payable, as of the Termination Date, pursuant to the terms of the 2002 Award Agreement, in full satisfaction of the Company's obligations under the 2002 Award Agreement. The Executive hereby waives any rights he may have to the Tax Payments (as such term is defined in the 2002 Award Agreement) and to the Rights granted pursuant to the 2003 Award Agreement and any Tax Payments related thereto.
Common Stock Rights. A. If at any time after the date hereof there shall be a USA Transaction, USA shall issue to Xxxxxx an aggregate of 140,000 shares of Common Stock (the “Xxxxxx Stock”) subject to adjustment as provided in subparagraph B of this Section 1. At the time of any USA Transaction, all of the shares of Xxxxxx Stock shall automatically and without any action on Xxxxxx’x part be deemed to be issued and outstanding immediately prior to any such USA Transaction, and shall be entitled to be treated as any other issued and outstanding share of Common Stock in connection with such USA Transaction. In connection with a USA Transaction, USA and/or such successor or purchasing corporation, person, or entity, as the case may be, shall recognize and specifically provide for the Xxxxxx Stock as provided for in this Agreement.
B. The number of shares of Common Stock to be issued to Xxxxxx upon the occurrence of a USA Transaction shall be subject to adjustment from time to time only as set forth hereinafter: (i) in case USA shall declare a Common Stock dividend on the Common Stock, then the number of shares shall be proportionately increased as of the close of business on the date of record of said Common Stock dividend in proportion to such increase of outstanding shares of Common Stock; or (ii) if USA shall at any time subdivide its outstanding Common Stock by recapitalization, reclassification or split-up thereof, the number of shares shall be proportionately increased, and, if USA shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification, reverse stock split, or combination thereof, the number of shares shall be proportionately decreased. Any such adjustment to the number of shares shall become effective at the close of business on the record date for such subdivision or combination. All shares of Common Stock issued to Xxxxxx shall be, at the time of delivery of the certificates for such Common Stock, validly issued and outstanding, fully paid and non-assessable.
C. For purposes of this Agreement, the term “USA Transaction” shall mean:
Common Stock Rights. Shareholders all have the same rights and privileges and shall rank equally and share ratably as to all matters. All the rights granted and the powers, preferences, rights, restrictions, designations, qualifications, limitations, and or other matters relating to the Common Stock shall assume the designation of Common Stock set forth in the first (1st) filed Restated Certificate of Incorporation. Shareholders shall elect Board of Directors and Officers to represent their interests. 5. 5.
Common Stock Rights. Each Share, together with any preferred stock purchase rights (the "Rights"), issued pursuant to the Rights Agreement, dated as of August 21, 1998, as amended, by and between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement"), that are issued and outstanding immediately prior to the Effective Time (other than (i) Shares (and associated Rights) owned by Parent, Purchaser or any direct or indirect wholly-owned Subsidiary of Parent (collectively, "Parent Companies") or any of the Company's direct or indirect wholly-owned Subsidiaries or Company Common Stock held in the treasury of the Company and (ii) Shares held by Dissenting Stockholders (as defined in Section 4.6 hereof) shall, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder thereof, be canceled and extinguished and converted into the right to receive, pursuant to Section 4.3, the Per Share Amount in cash (the "Merger Consideration"), payable to the holder thereof, without interest thereon, less any required withholding of taxes, upon the surrender of the certificate formerly representing such Share.
Common Stock Rights. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote on each matter properly submitted to the stockholders of the Corporation for their vote, and the holders of the Common Stock shall vote together as a single class.
Common Stock Rights. (a) Each share of Common Stock purchased by CIT hereunder shall be accompanied by a contingent right (a "Common Stock Right") to receive from the Company on March 8. 1994, automatically, without any further action being required on the part of CIT and without the payment of any consideration in addition to the Purchase Price (as defined below), the Applicable Number (as defined below) of newly issued shares of Common Stock, in the event, but only in the event, that the closing of an initial public offering of the Company's Common Stock that meets the conditions set forth in Section 1.2(b) below has not occurred prior to such date.
(b) Each Common Stock Right shall automatically terminate and cease to be of any further force and effect, without any liability on the part of the company or any of its officers or directors, upon the closing of the initial public offering of the Company's Common Stock in which the Company receives proceeds (net of any underwriting discounts and commissions but prior to the deduction of any other offering expenses) in excess of $5,000,000 and in which the public offering price is not less than $2.00 per share (as adjusted to reflect stock splits, combinations or the like).
(c) As used herein, "Applicable Number" shall be the number of shares equal to the product of one Dollar ($1.00) divided by the "Conversion Price." The "Conversion Price" shall initially be One Dollar ($1.00); provided, however, that in the event that, on or before March 8, 1994, the Company shall issue shares of its Common Stock, options or warrants thereon, or securities convertible into or exchangeable for its Common Stock, in a transaction the primary purpose of which is to raise capital for a price per share (the "Subsequent Issue Price") less than the Conversion Price in effect immediately prior to such issuance, the Conversion Price shall be adjusted by multiplying such conversion Price by a fraction (1) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of shares so issued would purchase at such Conversion Price, and (2) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such shares of Common Stock so issued or sold.
Common Stock Rights. Immediately prior to the Effective Time, all outstanding Rights, including options and warrants to purchase shares of Company Common Stock which have not been exercised or that do not terminate by their terms shall, by operation of this Agreement and without further action, be canceled and terminated.
Common Stock Rights. If, at any time while this Warrant is outstanding and unexpired, the Company shall pay a dividend or other distribution on all Common Stock consisting of, or shall otherwise issue to all holders of Common Stock, rights, warrants or options (not being available on an equivalent basis to the Holders of this Warrant upon exercise) entitling the holders of Common Stock to subscribe for or purchase Common Stock at a price per share less than the current market price (determined as provided in Section 2.2) of a share of Common Stock on the date fixed for the determination of stockholders entitled to receive such
Common Stock Rights. E. The first sentence of subparagraph A. of Section
