Common use of Issuance of Warrants or Other Rights Clause in Contracts

Issuance of Warrants or Other Rights. If at any time Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger Price, then the number of shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 6(c) on the basis that the maximum number of shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all the consideration payable therefor, if any, as of the date of issuance of such warrants or other rights. No further adjustment of the Exercise Price(s) shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Appears in 5 contracts

Samples: Ivivi Technologies, Inc., Adm Tronics Unlimited Inc/De, Ivivi Technologies, Inc.

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Issuance of Warrants or Other Rights. If at any time Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger PriceCurrent Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Exercise Current Warrant Price shall be adjusted as provided in Section 6(c) 4.3 on the basis that the maximum number of shares Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the issuance of such warrants or other rights. No further adjustment of the Exercise Price(s) shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Appears in 4 contracts

Samples: Financial Advisory and Consulting Agreement (Atlantic Technology Ventures Inc), Atlantic Technology Ventures Inc, Atlantic Technology Ventures Inc

Issuance of Warrants or Other Rights. If at any time after the date hereof the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares Additional Shares of Common Stock or any Convertible Securities, whether or not the such rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger PriceMarket Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 6(c) 2.4 on the basis that the maximum number of shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustment adjustments of the Exercise Price(s) Warrant Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Appears in 3 contracts

Samples: Stock Purchase Agreement (CDR Cookie Acquisition LLC), Stock Purchase Agreement (Fidelity National Financial Inc /De/), Investment Agreement (Cd&r Investment Associates Ii Inc)

Issuance of Warrants or Other Rights. If at any time Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger Exercise Price, then the number of shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 6(c) on the basis that the maximum number of shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all the consideration payable therefor, if any, as of the date of issuance of such warrants or other rights. No further adjustment of the Exercise Price(s) shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Appears in 3 contracts

Samples: Adm Tronics Unlimited Inc/De, Adm Tronics Unlimited Inc/De, Adm Tronics Unlimited Inc/De

Issuance of Warrants or Other Rights. If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares of Common Stock Additional Shares or any Convertible SecuritiesSecurities other than Permitted Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share Share for which Common Stock is Shares are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger PriceExercise Price in effect immediately prior to the time of such issue or sale, then the number of shares Shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 6(c) 4.3 on the basis that the maximum number of shares of Common Stock Additional Shares issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights; 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. No further adjustment adjustments of the number of Shares for which this Warrant is exercisable and the Exercise Price(s) Price shall be made upon the actual issuance issue of such Common Stock Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance issue of such Common Stock Shares upon such conversion or exchange of such Convertible Securities.

Appears in 1 contract

Samples: Northern Oil & Gas, Inc.

Issuance of Warrants or Other Rights. If at any time the Company shall take a record of the holders of its Common Stock stockholders for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which where the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share shares of Common Stock for which shares of Common Stock is are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger PricePurchase Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Exercise Purchase Price shall be adjusted as provided in Section 6(c) 7.4.1 on the basis that the maximum number of shares Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustment adjustments of the Exercise Price(s) Purchase Price shall be made upon the actual issuance issue of such shares of Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance issue of such shares of Common Stock upon such conversion or exchange of such Convertible Securities. 7.4.3.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Basil Street Cafe, Inc.)

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Issuance of Warrants or Other Rights. If at any time Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger Price, then the number of shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 6(c) on the basis that the maximum number of shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all the consideration payable therefor, if any, as of the date of issuance of such warrants or other rights. No further adjustment of the Exercise Price(s) shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.. (e)

Appears in 1 contract

Samples: Adm Tronics Unlimited Inc/De

Issuance of Warrants or Other Rights. If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares Additional Shares of Common Stock or 6 95 any Convertible Securities, whether or not the such rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger PriceMarket Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Exercise Price Part B Number shall be adjusted as provided in Section 6(c) 2.5 on the basis that the maximum number of shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustment adjustments of the Exercise Price(s) Part B Number shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Appears in 1 contract

Samples: Investment Agreement (Cd&r Investment Associates Ii Inc)

Issuance of Warrants or Other Rights. If at any time after the date hereof the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares Additional Shares of Common Stock or any Convertible Securities, whether or not the such rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Trigger PriceFair Market Value in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Exercise Price shall be adjusted as provided in Section 6(c) 2.4 on the basis that the maximum number of shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No further adjustment adjustments of the Exercise Price(s) Warrant Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Appears in 1 contract

Samples: Relocation Management Systems Inc

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