ISSUANCE AT LESS THAN CURRENT MARKET PRICE. The issuance of Common Stock (or other securities deliverable hereunder), rights, options (excluding options issued in connection with an employee stock option or similar plan) or warrants to all holders of Common Stock (or such other securities deliverable hereunder) entitling them to subscribe for or purchase Common Stock (or such other securities) at a price per share or having a conversion price per share less than the Closing Price on such record date (excluding rights or warrants that are not immediately exercisable and for which provision is made for the Holder to receive comparable rights or warrants), then the number of Warrant Shares to be received hereunder after such record date shall be determined by multiplying the number of shares receivable hereunder immediately prior to such record date by a fraction, the denominator of which shall be the number of shares of Common Stock (or such other securities deliverable hereunder) outstanding on such record date plus the number of shares of Common Stock (or such other securities) that the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Closing Price, and the numerator of which shall be the number of shares of Common Stock (or such other securities) outstanding on such record date plus the number of additional shares of Common Stock (or such other securities) offered for subscription or purchase, and the Exercise Price shall be appropriately adjusted. Shares of Common Stock owned by or held for the account of the Company or any subsidiary of the Company on such record date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall become effective immediately after such record date. Such adjustment shall be made successively whenever any such event shall occur. If such rights or warrants are not so issued, the number of Warrant Shares receivable hereunder shall again be adjusted to be the number that would have been in effect had such record date not been fixed. On the expiration of such rights or warrants the number of Warrant Shares receivable hereunder shall be adjusted to be the number that would have obtained had the adjustment made upon the issuance of such rights or warrants been made upon the basis of the issuance of only the number of shares of Common Stock (or such other securities deliverable hereunder) actually issued upon the exercise of such rights or warrants. In any case in which this subsection (ii) shall require that an adjustment in the number of shares receivable hereunder or the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustments.
Appears in 1 contract
Samples: Repligen Corp
ISSUANCE AT LESS THAN CURRENT MARKET PRICE. The issuance of Common Stock (or other securities deliverable hereunder), rights, options (excluding options issued in connection with an employee stock option or similar plan) or warrants to all holders of Common Stock (or such other securities deliverable hereunder) entitling them to subscribe for or purchase Common Stock (or such other securities) at a price per share or having a conversion price per share less than the Closing Price on such record date (excluding rights or warrants that are not immediately exercisable and for which provision is made for the Holder to receive comparable rights or warrants), then the number of Warrant Shares to be received hereunder after such record date shall be determined by multiplying the number of shares receivable hereunder immediately prior to such record date by a fraction, the denominator of which shall be the number of shares of Common Stock (or such other securities deliverable hereunder) outstanding on such record date plus the number of shares of Common Stock (or such other securities) that the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Closing Price, and the numerator of which shall be the number of shares of Common Stock (or such other securities) outstanding on such record date plus the number of additional shares of Common Stock (or such other securities) offered for subscription or purchase, and the Exercise Price shall be appropriately adjusted. Shares of Common Stock owned by or held for the account of the Company or any subsidiary of the Company on such record date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall become effective immediately after such record date. Such adjustment shall be made successively whenever any such event shall occur. If such rights or warrants are not so issued, the number of Warrant Shares receivable hereunder shall again be adjusted to be the number that would have been in effect had such record date not been fixed. On the expiration of such rights or warrants the number of Warrant Shares receivable hereunder shall be adjusted to be the number that would have obtained had the adjustment made upon the issuance of such rights or warrants been made upon the basis of the issuance of only the number of shares of Common Stock (or such other securities deliverable hereunder) actually issued upon the exercise of such rights or warrants. In any case in which this subsection (ii) shall require that an adjustment in the number of shares receivable hereunder or the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustments.this
Appears in 1 contract
Samples: Repligen Corp
ISSUANCE AT LESS THAN CURRENT MARKET PRICE. The issuance ------------------------------------------ of Common Stock (or other securities deliverable hereunder), rights, options (excluding options issued in connection with an employee stock option or similar plan) or warrants to all holders of Common Stock (or such other securities deliverable hereunder) entitling them to subscribe for or purchase Common Stock (or such other securitiessecurities deliverable hereunder) at a price per share or having a conversion or exercise price per share (including the amount paid, if any, for such rights, options or warrants) less than the Closing Price on such record date (excluding rights or warrants that are not immediately exercisable and for which provision is made for the Holder to receive comparable rights or warrantswarrants upon exercise), then the number of Warrant Shares to be received hereunder after such record date shall be determined by multiplying the number of shares receivable hereunder immediately prior to such record date by a fraction, the denominator of which shall be the number of shares of Common Stock (or such other securities deliverable hereunder) outstanding on such record date plus the number of shares of Common Stock (or such other securitiessecurities deliverable hereunder) that the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Closing Price, and the numerator of which shall be the number of shares of Common Stock (or such other securitiessecurities deliverable hereunder) outstanding on such record date plus the number of additional shares of Common Stock (or such other securitiessecurities deliverable hereunder) offered for subscription or purchase, and the Exercise Price shall be appropriately adjustedadjusted so that the aggregate purchase price of the Warrant Shares to be received hereunder after such record date is equal to the aggregate purchase price of the Warrant Shares receivable hereunder immediately prior to such record date. Shares of Common Stock owned by or held for the account of the Company or any subsidiary of the Company on such record date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall become effective immediately after such record date. Such adjustment shall be made successively whenever any such event shall occur. If such rights rights, options or warrants are not so issued, the number of Warrant Shares receivable hereunder shall again be adjusted to be the number that would have been in effect had such record date not been fixed. On the expiration of such rights rights, options or warrants the number of Warrant Shares receivable hereunder shall be adjusted readjusted to be the number that would have obtained had the adjustment made upon the issuance of such rights rights, options or warrants been made upon the basis of the issuance of only the number of shares of Common Stock (or such other securities deliverable hereunder) actually issued upon the exercise of such rights rights, options or warrants, provided, however, that if the Holder of this Warrant shall -------- ------- have exercised this Warrant prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered shall not be subject to any readjustment. In any case in which this subsection (ii) shall require that an adjustment in the number of shares receivable hereunder or the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; PROVIDEDprovided, HOWEVERhowever, that the Company shall deliver to such -------- ------- Holder a due bill xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustments.
Appears in 1 contract
ISSUANCE AT LESS THAN CURRENT MARKET PRICE. The issuance of Common Stock (or other securities deliverable hereunder), rights, options (excluding options issued in connection with an employee stock option or similar plan) or warrants to all holders of Common Stock (or such other securities deliverable hereunder) entitling them to subscribe for or purchase Common Stock (or such other securities) at a price per share or having a conversion price per share less than the Closing Price on such record date (excluding rights or warrants that are not immediately exercisable and for which provision is made for the Holder to receive comparable rights or warrants), then the number of Warrant Shares to be received hereunder after such record date shall be determined by multiplying the number of shares receivable hereunder immediately prior to such record date by a fraction, the denominator of which shall be the number of shares of Common Stock (or such other securities deliverable hereunder) outstanding on such record date plus the number of shares of Common Stock (or such other securities) that the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Closing Price, and the numerator of which shall be the number of shares of Common Stock (or such other securities) outstanding on such record date plus the number of additional shares of Common Stock (or such other securities) offered for subscription or purchase, and the Exercise Price shall be appropriately adjusted. Shares of Common Stock owned by or held for the account of the Company or any subsidiary of the Company on such record date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall become effective immediately after such record date. Such adjustment shall be made successively whenever any such event shall occur. If such rights or warrants are not so issued, the number of Warrant Shares receivable hereunder shall again be adjusted to be the number that would have been in effect had such record date not been fixed. On the expiration of such rights or warrants the number of Warrant Shares receivable hereunder shall be adjusted to be the number that would have obtained had the adjustment made upon the issuance of such rights or warrants been made upon the basis of the issuance of only the number of shares of Common Stock (or such other securities deliverable hereunder) actually issued upon the exercise of such rights or warrants. In any case in which this subsection (ii) shall require that an adjustment in the number of shares receivable hereunder or the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustments.made
Appears in 1 contract
Samples: Repligen Corp
ISSUANCE AT LESS THAN CURRENT MARKET PRICE. The issuance ------------------------------------------ of Common Stock (or other securities deliverable hereunder), rights, options (excluding options issued in connection with an employee stock option or similar plan) or warrants to all holders of Common Stock (or such other securities deliverable hereunder) entitling them to subscribe for or purchase Common Stock (or such other securitiessecurities deliverable hereunder) at a price per share or having a conversion or exercise price per share (including the amount paid, if any, for such rights, options or warrants) less than the Closing Price on such record date (excluding rights or warrants that are not immediately exercisable and for which provision is made for the Holder to receive comparable rights or warrantswarrants upon exercise), then the number of Warrant Shares to be received hereunder after such record date shall be determined by multiplying the number of shares receivable hereunder immediately prior to such record date by a fraction, the denominator of which shall be the number of shares of Common Stock (or such other securities deliverable hereunder) outstanding on such record date plus the number of shares of Common Stock (or such other securitiessecurities deliverable hereunder) that the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Closing Price, and the numerator of which shall be the number of shares of Common Stock (or such other securitiessecurities deliverable hereunder) outstanding on such record date plus the number of additional shares of Common Stock (or such other securitiessecurities deliverable hereunder) offered for subscription or purchase, and the Exercise Price shall be appropriately adjustedadjusted so that the aggregate purchase price of the Warrant Shares to be received hereunder after such record date is equal to the aggregate purchase price of the Warrant Shares receivable hereunder immediately prior to such record date. Shares of Common Stock owned by or held for the account of the Company or any subsidiary of the Company on such record date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall become effective immediately after such record date. Such adjustment shall be made successively whenever any such event shall occur. If such rights rights, options or warrants are not so issued, the number of Warrant Shares receivable hereunder shall again be adjusted to be the number that would have been in effect had such record date not been fixed. On the expiration of such rights rights, options or warrants the number of Warrant Shares receivable hereunder shall be adjusted readjusted to be the number that would have obtained had the adjustment made upon the issuance of such rights rights, options or warrants been made upon the basis of the issuance of only the number of shares of Common Stock (or such other securities deliverable hereunder) actually issued upon the exercise of such rights rights, options or warrants, provided, however, that if the Holder of this Warrant shall have -------- ------- exercised this Warrant prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered shall not be subject to any readjustment. In any case in which this subsection (ii) shall require that an adjustment in the number of shares receivable hereunder or the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the Holder of any Warrant exercised after such record date the number of Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; PROVIDEDprovided, HOWEVERhowever, that the Company shall deliver to such -------- ------- Holder a due bill xxxx or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustments.
Appears in 1 contract
