Mechanical Adjustments. The Option Price and the number and kind of Option Shares purchasable upon exercise of the Option will be subject to adjustment as follows: (a) Subject to Section 3.1(c), if the Company (i) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (excluding any such reclassification in connection with a consolidation, merger or other business combination transaction), then the number and kind of Option Shares purchasable upon exercise of the Option immediately prior thereto will be adjusted so that C&A will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Option Shares that, if the Option had been exercised immediately prior to such adjustment, C&A would have received upon such exercise and (2) the number and kind of additional shares of capital stock that C&A would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of the Option Shares, (B) in the case of a subdivision or combination, the number of Option Shares that, if the Option had been exercised immediately prior to such adjustment, C&A would have received upon such exercise, adjusted to give effect to such subdivision or combination as if the Option Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Option Shares that, if the Option had been exercised immediately prior to such adjustment, C&A would have received upon such exercise and retained after giving effect to such reclassification as if the Option Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that C&A would have been entitled to receive as a result of such reclassification as if the Option Shares had been subject thereto. An adjustment made pursuant to this Section 3.1(a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution in the case of a dividend or distribution and will become effective immediately after the effective date of such subdivision, combination or reclassification in the case of a subdivision, combination or reclassification. (i) In the event of a distribution by the Company to holders of its outstanding common stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Option Shares purchasable upon the exercise of the Option, C&A will be entitled to (A) receive from such subsidiary, an option (a "Subsidiary Option") having terms (including adjustments of number of option shares and exercise price) substantially similar to the terms of the Option and (B) an adjustment to the Option Price, such that the Exercise Price plus the exercise price of the Subsidiary Option shall equal the Option Price immediately prior to such distribution. (ii) If the Company distributes to holders of its Common Stock evidences of indebtedness of the Company or assets or securities other than Common Stock (including any contractual or other right to purchase Common Stock but excluding ordinary cash dividends payable out of consolidated retained earnings and dividends or distributions referred to in Section 3.1(a)) (any such evidences of indebtedness, assets or securities, the "assets or securities"), then, in each case, the Option Price shall be adjusted by subtracting from the Option Price then in effect the fair market value of the assets or securities that C&A would have been entitled to receive as a result of such distribution had the Option been exercised and the relevant Option Shares issued in the name of C&A immediately prior to the record date for such distribution; provided, however, that if such adjustment would result in an Option Price of less than $0.01 per share (or such other amount equal to the then par value of the Common Stock), then the Company shall distribute such assets or securities to C&A as if C&A had exercised the Option and the Option Shares had been issued in the name of C&A immediately prior to the record date for such distribution. (c) No adjustment in the number of Option Shares purchasable upon the exercise of the Option will be required unless such adjustment would require an increase or decrease in the number of Option Shares purchasable upon the hypothetical exercise of the Option of at least 1%. All calculations with respect to the number of Option Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Option Price will be to the nearest whole cent. (d) Whenever the number of Option Shares purchasable upon the exercise of the Option is adjusted as herein provided, the Option Price will be correspondingly adjusted by multiplying the Option Price in effect immediately prior to such adjustment by a fraction, the numerator of which will be the number of Option Shares purchasable upon the exercise of the Option immediately prior to such adjustment, and the denominator of which will be the number of Option Shares so purchasable immediately thereafter. (e) For the purpose of this Section 3, the term "Common Stock" means (i) the class of shares designated as the Common Stock of the Company as of the date of this Agreement, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.
Appears in 2 contracts
Samples: Acquisition Agreement (Imperial Home Decor Group Holdings I LTD), Acquisition Agreement (Collins & Aikman Corp)
Mechanical Adjustments. The Option Price and the number and kind of Option Shares purchasable upon exercise of the Option will be subject to adjustment as follows:
(a) Subject to the provisions of Section 3.1(c)4.7, if at any time prior to the exercise in full of the Warrants, the Company shall:
(i) pays a dividend Subdivide, reclassify or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides recapitalize its outstanding shares of New Common Stock into a greater number of shares of Common Stockshares;
(ii) Combine, (iii) combines reclassify or recapitalize its outstanding shares of New Common Stock into a smaller number of shares shares;
(iii) Merge, consolidate or otherwise combine with another person or entity as a result of which all holders of New Common Stock become entitled to receive capital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) with respect to or in exchange for such New Common Stock, or ;
(iv) issues Sell, convey or otherwise transfer all or substantially all of the assets of the Company to any other person or entity as a result of which all holders of New Common Stock become entitled to receive capital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) with respect to or in exchange for such New Common Stock; or
(v) Issue by reclassification of New Common Stock any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (excluding any such reclassification occurrence identified in connection with a consolidationclauses (i) through (v) above, merger or other business combination transactionan “Adjustment Transaction”), ; then the number of Warrant Shares issuable upon exercise of Warrants and/or the type and amount of other securities, property or assets and/or the Exercise Price in effect at the time of the record date of such Adjustment Transaction shall be adjusted so that the Registered Holders shall be entitled to receive the aggregate number and kind of Option Shares purchasable upon exercise of the Option shares or other property which, if their Warrants had been exercised in full immediately prior thereto will be adjusted so that C&A will be to such Adjustment Transaction, the Registered Holders would have owned upon such exercise and been entitled to receive (A) in the case by virtue of a dividend or distributionsuch Adjustment Transaction; provided, the sum of (1) the number of Option Shares that, if the Option had holders of New Common Stock were entitled to exercise a right of election as to the kind or amount of capital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) receivable upon an Adjustment Transaction referred to in clause (iii) or (iv) above, then the kind and amount of capital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) receivable in respect of each share of New Common Stock which would have otherwise been exercised issuable upon exercise of Warrants immediately prior to such adjustment, C&A would have received upon such exercise Adjustment Transaction will be the kind and (2) the number and kind of additional shares of capital stock that C&A would have been entitled to receive as amount so receivable per share by a result of such dividend or distribution by virtue of its ownership plurality of the Option Shares, (B) in the case holders of a subdivision or combination, the number of Option Shares that, if the Option had been exercised immediately prior to such adjustment, C&A would have received upon such exercise, adjusted to give effect to such subdivision or combination as if the Option Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Option Shares that, if the Option had been exercised immediately prior to such adjustment, C&A would have received upon such exercise and retained after giving effect to such reclassification as if the Option Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that C&A would have been entitled to receive as a result of such reclassification as if the Option Shares had been subject theretoNew Common Stock. An Any adjustment made pursuant to required by this Section 3.1(a5.1(a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution in the case of a dividend or distribution and will become effective shall be made successively immediately after the effective date of an Adjustment Transaction to allow the purchase of such subdivision, combination or reclassification in the case aggregate number and kind of a subdivision, combination or reclassificationshares.
(i) In the event of a distribution by the Company to holders of its outstanding common stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Option Shares purchasable upon the exercise of the Option, C&A will be entitled to (A) receive from such subsidiary, an option (a "Subsidiary Option") having terms (including adjustments of number of option shares and exercise price) substantially similar to the terms of the Option and (B) an adjustment to the Option Price, such that the Exercise Price plus the exercise price of the Subsidiary Option shall equal the Option Price immediately prior to such distribution.
(ii) If the Company distributes to holders of its Common Stock evidences of indebtedness of the Company or assets or securities other than Common Stock (including any contractual or other right to purchase Common Stock but excluding ordinary cash dividends payable out of consolidated retained earnings and dividends or distributions referred to in Section 3.1(a)) (any such evidences of indebtedness, assets or securities, the "assets or securities"), then, in each case, the Option Price shall be adjusted by subtracting from the Option Price then in effect the fair market value of the assets or securities that C&A would have been entitled to receive as a result of such distribution had the Option been exercised and the relevant Option Shares issued in the name of C&A immediately prior to the record date for such distribution; provided, however, that if such adjustment would result in an Option Price of less than $0.01 per share (or such other amount equal to the then par value of the Common Stock), then the Company shall distribute such assets or securities to C&A as if C&A had exercised the Option and the Option Shares had been issued in the name of C&A immediately prior to the record date for such distribution.
(cb) No adjustment in the number of Option Shares purchasable upon the exercise of the Option will Exercise Price shall be required unless such adjustment would require an increase or decrease in the number of Option Shares purchasable upon the hypothetical exercise of the Option of at least 1%five cents ($.05) in such price; provided, however, that any adjustments which by reason of this paragraph Section 5.1(b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations with respect to the number of Option Shares will under this Section 5.1 shall be made to the nearest one-thousandth of a share and all calculations with respect to the Option Price will be cent ($.01) or to the nearest whole cent.
(d) Whenever one-hundredth of a share, as the number of Option Shares purchasable upon case may be. Notwithstanding anything in this Section 5.1 to the exercise contrary, the Exercise Price shall not be reduced to less than the then existing par value of the Option is adjusted as herein provided, the Option Price will be correspondingly adjusted by multiplying the Option Price in effect immediately prior to such adjustment by a fraction, the numerator of which will be the number of Option Shares purchasable upon the exercise of the Option immediately prior to such adjustment, and the denominator of which will be the number of Option Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3, the term "Common Stock" means (i) the class of shares designated as the New Common Stock of the Company as of the date of this Agreement, (ii) all shares a result of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par valueadjustment made hereunder.
Appears in 2 contracts
Samples: Warrant Agreement (Tropicana Las Vegas Hotel & Casino, Inc.), Warrant Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Mechanical Adjustments. The Option Exercise Price and the number and kind of Option Shares purchasable upon exercise of the Option this Warrant will be subject to adjustment as follows:
(a) Subject to Section 3.1(c3(f), if the Company (i) pays a dividend or otherwise distributes to all of its holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (excluding including any such reclassification in connection with a consolidation, merger or other business combination transactiontransaction in which the Company is the continuing or surviving corporation), then the number and kind of Option Shares purchasable upon exercise of the Option this Warrant immediately prior thereto will be adjusted so that C&A the Holder will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Option Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A the Holder would have received upon such exercise and (2) the number and kind of additional shares of capital stock that C&A the Holder would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of the Option such Shares, (B) in the case of a subdivision or combination, the number of Option Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A the Holder would have received upon such exercise, adjusted to give effect to such subdivision or combination as if the Option Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Option Shares that, if the Option had been exercised immediately prior to such adjustment, C&A would have received upon such exercise and retained after giving effect to such reclassification as if the Option Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that C&A would have been entitled to receive as a result of such reclassification as if the Option Shares had been subject thereto. An adjustment made pursuant to this Section 3.1(a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution in the case of a dividend or distribution and will become effective immediately after the effective date of such subdivision, combination or reclassification in the case of a subdivision, combination or reclassification.
(i) In the event of a distribution by the Company to holders of its outstanding common stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Option Shares purchasable upon the exercise of the Option, C&A will be entitled to (A) receive from such subsidiary, an option (a "Subsidiary Option") having terms (including adjustments of number of option shares and exercise price) substantially similar to the terms of the Option and (B) an adjustment to the Option Price, such that the Exercise Price plus the exercise price of the Subsidiary Option shall equal the Option Price immediately prior to such distribution.
(ii) If the Company distributes to holders of its Common Stock evidences of indebtedness of the Company or assets or securities other than Common Stock (including any contractual or other right to purchase Common Stock but excluding ordinary cash dividends payable out of consolidated retained earnings and dividends or distributions referred to in Section 3.1(a)) (any such evidences of indebtedness, assets or securities, the "assets or securities"), then, in each case, the Option Price shall be adjusted by subtracting from the Option Price then in effect the fair market value of the assets or securities that C&A would have been entitled to receive as a result of such distribution had the Option been exercised and the relevant Option Shares issued in the name of C&A immediately prior to the record date for such distribution; provided, however, that if such adjustment would result in an Option Price of less than $0.01 per share (or such other amount equal to the then par value of the Common Stock), then the Company shall distribute such assets or securities to C&A as if C&A had exercised the Option and the Option Shares had been issued in the name of C&A immediately prior to the record date for such distribution.
(c) No adjustment in the number of Option Shares purchasable upon the exercise of the Option will be required unless such adjustment would require an increase or decrease in the number of Option Shares purchasable upon the hypothetical exercise of the Option of at least 1%. All calculations with respect to the number of Option Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Option Price will be to the nearest whole cent.
(d) Whenever the number of Option Shares purchasable upon the exercise of the Option is adjusted as herein provided, the Option Price will be correspondingly adjusted by multiplying the Option Price in effect immediately prior to such adjustment by a fraction, the numerator of which will be the number of Option Shares purchasable upon the exercise of the Option immediately prior to such adjustment, and the denominator of which will be the number of Option Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3, the term "Common Stock" means (i) the class of shares designated as the Common Stock of the Company as of the date of this Agreement, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.or
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Mobinetix Systems Inc)
Mechanical Adjustments. The Option Warrant Price and the number and kind of Option Warrant Shares purchasable upon exercise of the Option a Warrant will be subject to adjustment as follows:
(a) Subject to Section 3.1(c4.1(e), if the Company (i) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (excluding including any such reclassification in connection with a consolidation, merger merger, or other business combination transactiontransaction in which the Company is the continuing or surviving corporation), then the number and kind of Option Warrant Shares purchasable upon exercise of the Option each Warrant immediately prior thereto will be adjusted so that C&A the Holder of each Warrant will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and (2) the number and kind of additional shares of capital stock that C&A such Holder would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of the Option such Warrant Shares, (B) in the case of a subdivision or combination, the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise, adjusted to give effect to such subdivision or combination as if the Option such Warrant Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and retained after giving effect to such reclassification as if the Option such Warrants Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that C&A would have been entitled to receive as a result of such reclassification as if the Option Shares had been subject thereto. An adjustment made pursuant to this Section 3.1(a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution in the case of a dividend or distribution and will become effective immediately after the effective date of such subdivision, combination or reclassification in the case of a subdivision, combination or reclassification.
(i) In the event of a distribution by the Company to holders of its outstanding common stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Option Shares purchasable upon the exercise of the Option, C&A will be entitled to (A) receive from such subsidiary, an option (a "Subsidiary Option") having terms (including adjustments of number of option shares and exercise price) substantially similar to the terms of the Option and (B) an adjustment to the Option Price, such that the Exercise Price plus the exercise price of the Subsidiary Option shall equal the Option Price immediately prior to such distribution.
(ii) If the Company distributes to holders of its Common Stock evidences of indebtedness of the Company or assets or securities other than Common Stock (including any contractual or other right to purchase Common Stock but excluding ordinary cash dividends payable out of consolidated retained earnings and dividends or distributions referred to in Section 3.1(a)) (any such evidences of indebtedness, assets or securities, the "assets or securities"), then, in each case, the Option Price shall be adjusted by subtracting from the Option Price then in effect the fair market value of the assets or securities that C&A would have been entitled to receive as a result of such distribution had the Option been exercised and the relevant Option Shares issued in the name of C&A immediately prior to the record date for such distribution; provided, however, that if such adjustment would result in an Option Price of less than $0.01 per share (or such other amount equal to the then par value of the Common Stock), then the Company shall distribute such assets or securities to C&A as if C&A had exercised the Option and the Option Shares had been issued in the name of C&A immediately prior to the record date for such distribution.
(c) No adjustment in the number of Option Shares purchasable upon the exercise of the Option will be required unless such adjustment would require an increase or decrease in the number of Option Shares purchasable upon the hypothetical exercise of the Option of at least 1%. All calculations with respect to the number of Option Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Option Price will be to the nearest whole cent.
(d) Whenever the number of Option Shares purchasable upon the exercise of the Option is adjusted as herein provided, the Option Price will be correspondingly adjusted by multiplying the Option Price in effect immediately prior to such adjustment by a fraction, the numerator of which will be the number of Option Shares purchasable upon the exercise of the Option immediately prior to such adjustment, and the denominator of which will be the number of Option Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3, the term "Common Stock" means (i) the class of shares designated as the Common Stock of the Company as of the date of this Agreement, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.and
Appears in 1 contract
Samples: Merger Agreement (Mobilemedia Corp)
Mechanical Adjustments. The Option Warrant Price and the number and kind of Option Warrant Shares purchasable upon exercise of the Option a Warrant will be subject to adjustment as follows:
(a) Subject to Section 3.1(c4.1(e), if the Company (i) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (excluding including any such reclassification in connection with a consolidation, merger merger, or other business combination transactiontransaction in which the Company is the continuing or surviving corporation), then the number and kind of Option Warrant Shares purchasable upon exercise of the Option each Warrant immediately prior thereto will be adjusted so that C&A the Holder of each Warrant will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and (2) the number and kind of additional shares of capital stock that C&A such Holder would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of the Option such Warrant Shares, (B) in the case of a subdivision or combination, the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise, adjusted to give effect to such subdivision or combination as if the Option such Warrant Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and retained after giving effect to such reclassification as if the Option such Warrants Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that C&A such Holder would have been entitled to receive as a result of such reclassification as if the Option such Warrant Shares had been subject thereto. An adjustment made pursuant to this Section 3.1(aparagraph (a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution in the case of a dividend or distribution and will become effective immediately after the effective date of such subdivision, combination combination, or reclassification in the case of a subdivision, combination combination, or reclassification. 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, the Company shall determine the allocation of the adjusted Warrant Price between the classes of capital stock. After such allocation, the exercise privilege and the Warrant Price of each class of capital stock shall thereafter be subject to adjustments as nearly equivalent as may be practicable to the adjustments provided for Common Stock in this Section 4. Such adjustments shall be made successively whenever any event listed above shall occur.
(ib) In the event of a distribution by the Company Subject to holders of its outstanding common stock of stock of a subsidiary or securities convertible into or exercisable for such stockSection 4.1(e), then in lieu of an adjustment in the number of Option Shares purchasable upon the exercise of the Option, C&A will be entitled to (A) receive from such subsidiary, an option (a "Subsidiary Option") having terms (including adjustments of number of option shares and exercise price) substantially similar to the terms of the Option and (B) an adjustment to the Option Price, such that the Exercise Price plus the exercise price of the Subsidiary Option shall equal the Option Price immediately prior to such distribution.
(ii) If if the Company distributes to holders of its Common Stock Stock, as such, (i) evidences of indebtedness of the Company or assets or securities other than Common Stock (including any contractual or other right to purchase Common Stock but excluding ordinary regular cash dividends or cash distributions payable out of consolidated retained earnings and dividends earnings) of the Company or distributions referred to in Section 3.1(a)) any corporation or other legal entity a majority of the voting equity securities or equity interests of which are owned, directly or indirectly, by the Company (any such evidences of indebtedness, assets or securities, the a "assets or securitiesSubsidiary"), then(ii) shares of capital stock of any Subsidiary, (iii) securities convertible into or exchangeable for capital stock of the Company (including Common Stock or capital stock of any other class) or any Subsidiary, or (iv) any rights, options, or warrants to purchase any of the foregoing (excluding those described in Section 4.1(c)), then the number of Warrant Shares thereafter purchasable upon exercise of each case, the Option Price shall Warrant will be adjusted by subtracting to the number that results from multiplying the Option Price then in effect number of Warrant Shares purchasable upon the fair market value exercise of the assets or securities that C&A would have been entitled to receive as a result of such distribution had the Option been exercised and the relevant Option Shares issued in the name of C&A each Warrant immediately prior to such adjustment by a fraction, the numerator of which will be the Current Market Price per share (as defined in Section 4.1(d)) of Common Stock on the record date for such distribution; provided, however, that if and the denominator of which will be such adjustment would result in an Option Current Market Price of less than $0.01 per share of Common Stock less the fair value (or such other amount equal to as determined in good faith by the then par value Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a nationally recognized investment banking firm) of the portion of the evidences of indebtedness, assets, securities, or rights, options, or warrants so distributed on account of one share of Common Stock). Such adjustment will be made whenever any such distribution is made, then the Company shall distribute such assets or securities to C&A as if C&A had exercised the Option and the Option Shares had been issued in the name of C&A will become effective immediately prior to after the record date for the determination of stockholders entitled to receive such distribution. Except as provided in Section 4.1(h), no further adjustments of the number of Warrant Shares will be made upon the actual issue of shares of Common Stock upon conversion or exchange of such securities convertible or exchangeable for shares of Common Stock or upon exercise of such rights, warrants, or options for shares of Common Stock.
(c) Subject to Section 4.1(e), if the Company issues rights, options, or warrants to holders of the outstanding shares of Common Stock, as such, entitling the holders of such rights, options, or warrants (for a period expiring within 60 calendar days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share that is lower on the record date mentioned below than the Current Market Price per share of Common Stock on such record date, then the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such adjustment by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered by such rights, options, or warrants for subscription or purchase and the denominator of which will be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate subscription or purchase price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock on such record date. Such adjustment will be made whenever such rights, options, or warrants are issued, and will become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants. In case such subscription or purchase price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a nationally recognized investment banking firm. Except as provided in Section 4.1(h), no further adjustments of the number of Warrant Shares will be made upon the actual issue of shares of Common Stock upon exercise of such rights, options, or warrants.
(d) For purposes of this Agreement, the "Current Market Price" per share of Common Stock on any date will be the average of the daily Closing Prices (as defined below in this Section 4.1(d)) for 30 consecutive Trading Days commencing 45 Trading Days before the date of such computation. The closing price for each day (the "Closing Price") will be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the average of the closing bid and asked prices of the shares of Common Stock in the over-the-counter market as reported by The Nasdaq Stock Market or any comparable system, or if not so reported by any such organization on such day, the average of the bid and asked prices furnished by a professional market maker selected by the Board of Directors of the Company. In the absence of one or more such quotations, the Board of Directors of the Company will determine the Current Market Price in good faith on the basis of such quotations or other relevant information as it considers appropriate.
(e) No adjustment in the number of Option Warrant Shares purchasable upon the exercise of the Option a Warrant will be required unless such adjustment would require an increase or decrease in the number of Option Warrant Shares purchasable upon the hypothetical exercise of the Option a Warrant of at least 1%; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made currently will be carried forward and made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, would require an increase or decrease in the number of Warrant Shares purchasable upon the hypothetical exercise of a Warrant of 1% or more. All calculations with respect to the number of Option Warrant Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Option Warrant Price will be to the nearest whole cent.
(d) Whenever . No adjustment in the number of Option Warrant Shares purchasable upon the exercise of a Warrant will be made under paragraph (b) or (c) of this Section 4.1 if the Option Company issues or distributes to each Holder the shares, rights, options, warrants, convertible or exchangeable securities, evidences of indebtedness, assets, or other securities referred to in the applicable paragraph that such Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event on the record date with respect thereto (provided that, in any case in which such Holder would have been so entitled to receive a fractional interest in any such securities or assets, the Company may distribute to such Holder in lieu of such fractional interest cash in an amount equal to the fair value of such fractional interest as determined in good faith by the Board of Directors of the Company). No adjustment in the number of Warrant Shares will be made for a change in the par value of the shares of Common Stock.
(f) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted as herein provided, the Option Warrant Price will be correspondingly adjusted by multiplying the Option Warrant Price in effect immediately prior to such adjustment by a fraction, the numerator of which will be the number of Option Warrant Shares purchasable upon the exercise of the Option each Warrant immediately prior to such adjustment, and the denominator of which will be the number of Option Warrant Shares so purchasable immediately thereafter.
(eg) For the purpose of this Section 3Agreement, the term "Common Stock" means (i) the class of shares designated as the Common Stock of the Company as of the date of this Agreement, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to Section 4.1(a), the Warrants become exercisable to purchase Warrant Shares other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price payable in respect of such other shares upon the exercise of each Warrant will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares and the Warrant Price contained in this Section 4.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobilemedia Communications Inc)
Mechanical Adjustments. The Option Warrant Price and the number and kind of Option ---------------------- Warrant Shares purchasable upon exercise of the Option a Warrant will be subject to adjustment as follows:
(a) Subject to Section 3.1(c4.1(e), if the Company (i) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (excluding including any such reclassification in connection with a consolidation, merger merger, or other business combination transactiontransaction in which the Company is the continuing or surviving corporation), then the number and kind of Option Warrant Shares purchasable upon exercise of the Option each Warrant immediately prior thereto will be adjusted so that C&A the Holder of each Warrant will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and (2) the number and kind of additional shares of capital stock that C&A such Holder would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of the Option such Warrant Shares, (B) in the case of a subdivision or combination, the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise, adjusted to give effect to such subdivision or combination as if the Option such Warrant Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and retained after giving effect to such reclassification as if the Option such Warrants Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that C&A such Holder would have been entitled to receive as a result of such reclassification as if the Option such Warrant Shares had been subject thereto. An adjustment made pursuant to this Section 3.1(aparagraph (a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution in the case of a dividend or distribution and will become effective immediately after the effective date of such subdivision, combination combination, or reclassification in the case of a subdivision, combination combination, or reclassification. 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, the Company shall determine the allocation of the adjusted Warrant Price between the classes of capital stock. After such allocation, the exercise privilege and the Warrant Price of each class of capital stock shall thereafter be subject to adjustments as nearly equivalent as may be practicable to the adjustments provided for Common Stock in this Section 4. Such adjustments shall be made successively whenever any event listed above shall occur.
(ib) In the event of a distribution by the Company Subject to holders of its outstanding common stock of stock of a subsidiary or securities convertible into or exercisable for such stockSection 4.1(e), then in lieu of an adjustment in the number of Option Shares purchasable upon the exercise of the Option, C&A will be entitled to (A) receive from such subsidiary, an option (a "Subsidiary Option") having terms (including adjustments of number of option shares and exercise price) substantially similar to the terms of the Option and (B) an adjustment to the Option Price, such that the Exercise Price plus the exercise price of the Subsidiary Option shall equal the Option Price immediately prior to such distribution.
(ii) If if the Company distributes to holders of its Common Stock Stock, as such, (i) evidences of indebtedness of the Company or assets or securities other than Common Stock (including any contractual or other right to purchase Common Stock but excluding ordinary regular cash dividends or cash distributions payable out of consolidated retained earnings and dividends earnings) of the Company or distributions referred to in Section 3.1(a)) any corporation or other legal entity a majority of the voting equity securities or equity interests of which are owned, directly or indirectly, by the Company (any such evidences of indebtedness, assets or securities, the a "assets or securitiesSubsidiary"), then(ii) shares of capital stock of any Subsidiary, (iii) securities convertible into or exchangeable for capital stock of the Company (including Common Stock or capital stock of any other class) or any Subsidiary, or (iv) any rights, options, or warrants to purchase any of the foregoing (excluding those described in Section 4.1(c)), then the number of Warrant Shares thereafter purchasable upon exercise of each case, the Option Price shall Warrant will be adjusted by subtracting to the number that results from multiplying the Option Price then in effect number of Warrant Shares purchasable upon the fair market value exercise of the assets or securities that C&A would have been entitled to receive as a result of such distribution had the Option been exercised and the relevant Option Shares issued in the name of C&A each Warrant immediately prior to such adjustment by a fraction, the numerator of which will be the Current Market Price per share (as defined in Section 4.1(d)) of Common Stock on the record date for such distribution; provided, however, that if and the denominator of which will be such adjustment would result in an Option Current Market Price of less than $0.01 per share of Common Stock less the fair value (or such other amount equal to as determined in good faith by the then par value Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a nationally recognized investment banking firm) of the portion of the evidences of indebtedness, assets, securities, or rights, options, or warrants so distributed on account of one share of Common Stock). Such adjustment will be made whenever any such distribution is made, then the Company shall distribute such assets or securities to C&A as if C&A had exercised the Option and the Option Shares had been issued in the name of C&A will become effective immediately prior to after the record date for the determination of stockholders entitled to receive such distribution. Except as provided in Section 4.1(h), no further adjustments of the number of Warrant Shares will be made upon the actual issue of shares of Common Stock upon conversion or exchange of such securities convertible or exchangeable for shares of Common Stock or upon exercise of such rights, warrants, or options for shares of Common Stock.
(c) Subject to Section 4.1(e), if the Company issues rights, options, or warrants to holders of the outstanding shares of Common Stock, as such, entitling the holders of such rights, options, or warrants (for a period expiring within 60 calendar days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share that is lower on the record date mentioned below than the Current Market Price per share of Common Stock on such record date, then the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such adjustment by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered by such rights, options, or warrants for subscription or purchase and the denominator of which will be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate subscription or purchase price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock on such record date. Such adjustment will be made whenever such rights, options, or warrants are issued, and will become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants. In case such subscription or purchase price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a nationally recognized investment banking firm. Except as provided in Section 4.1(h), no further adjustments of the number of Warrant Shares will be made upon the actual issue of shares of Common Stock upon exercise of such rights, options, or warrants.
(d) For purposes of this Agreement, the "Current Market Price" per share of Common Stock on any date will be the average of the daily Closing Prices (as defined below in this Section 4.1(d)) for 30 consecutive Trading Days commencing 45 Trading Days before the date of such computation. The closing price for each day (the "Closing Price") will be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the average of the closing bid and asked prices of the shares of Common Stock in the over-the-counter market as reported by The Nasdaq Stock Market or any comparable system, or if not so reported by any such organization on such day, the average of the bid and asked prices furnished by a professional market maker selected by the Board of Directors of the Company. In the absence of one or more such quotations, the Board of Directors of the Company will determine the Current Market Price in good faith on the basis of such quotations or other relevant information as it considers appropriate.
(e) No adjustment in the number of Option Warrant Shares purchasable upon the exercise of the Option a Warrant will be required unless such adjustment would require an increase or decrease in the number of Option Warrant Shares purchasable upon the hypothetical exercise of the Option a Warrant of at least 1%; provided, however, -------- ------- that any adjustments which by reason of this paragraph (e) are not required to be made currently will be carried forward and made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, would require an increase or decrease in the number of Warrant Shares purchasable upon the hypothetical exercise of a Warrant of 1% or more. All calculations with respect to the number of Option Warrant Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Option Warrant Price will be to the nearest whole cent.
(d) Whenever the number of Option Shares purchasable upon the exercise of the Option is adjusted as herein provided, the Option Price will be correspondingly adjusted by multiplying the Option Price . No adjustment in effect immediately prior to such adjustment by a fraction, the numerator of which will be the number of Option Shares purchasable upon the exercise of the Option immediately prior to such adjustment, and the denominator of which will be the number of Option Shares so purchasable immediately thereafter.
(e) For the purpose of this Section 3, the term "Common Stock" means (i) the class of shares designated as the Common Stock of the Company as of the date of this Agreement, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.the
Appears in 1 contract
Samples: Warrant Agreement (Arch Communications Group Inc /De/)
Mechanical Adjustments. The Option Warrant Price and the number and kind of Option ---------------------- Warrant Shares purchasable upon exercise of the Option a Warrant will be subject to adjustment as follows:
(a) Subject to Section 3.1(c4.1(e), if the Company (i) pays a dividend or otherwise distributes to holders of its Common Stock, as such, shares of its capital stock (whether Common Stock or capital stock of any other class), (ii) subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issues any shares of its capital stock in a reclassification of its outstanding shares of Common Stock (excluding including any such reclassification in connection with a consolidation, merger merger, or other business combination transactiontransaction in which the Company is the continuing or surviving corporation), then the number and kind of Option Warrant Shares purchasable upon exercise of the Option each Warrant immediately prior thereto will be adjusted so that C&A the Holder of each Warrant will be entitled to receive (A) in the case of a dividend or distribution, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and (2) the number and kind of additional shares of capital stock that C&A such Holder would have been entitled to receive as a result of such dividend or distribution by virtue of its ownership of the Option such Warrant Shares, (B) in the case of a subdivision or combination, the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise, adjusted to give effect to such subdivision or combination as if the Option such Warrant Shares had been subject thereto, or (C) in the case of an issuance in a reclassification, the sum of (1) the number of Option Warrant Shares that, if the Option such Warrant had been exercised immediately prior to such adjustment, C&A such Holder would have received upon such exercise and retained after giving effect to such reclassification as if the Option such Warrants Shares had been subject thereto and (2) the number and kind of additional shares of capital stock that C&A such Holder would have been entitled to receive as a result of such reclassification as if the Option such Warrant Shares had been subject thereto. An adjustment made pursuant to this Section 3.1(aparagraph (a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution in the case of a dividend or distribution and will become effective immediately after the effective date of such subdivision, combination combination, or reclassification in the case of a subdivision, combination combination, or reclassification. 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, the Company shall determine the allocation of the adjusted Warrant Price between the classes of capital stock. After such allocation, the exercise privilege and the Warrant Price of each class of capital stock shall thereafter be subject to adjustments as nearly equivalent as may be practicable to the adjustments provided for Common Stock in this Section 4. Such adjustments shall be made successively whenever any event listed above shall occur.
(ib) In the event of a distribution by the Company Subject to holders of its outstanding common stock of stock of a subsidiary or securities convertible into or exercisable for such stockSection 4.1(e), then in lieu of an adjustment in the number of Option Shares purchasable upon the exercise of the Option, C&A will be entitled to (A) receive from such subsidiary, an option (a "Subsidiary Option") having terms (including adjustments of number of option shares and exercise price) substantially similar to the terms of the Option and (B) an adjustment to the Option Price, such that the Exercise Price plus the exercise price of the Subsidiary Option shall equal the Option Price immediately prior to such distribution.
(ii) If if the Company distributes to holders of its Common Stock Stock, as such, (i) evidences of indebtedness of the Company or assets or securities other than Common Stock (including any contractual or other right to purchase Common Stock but excluding ordinary regular cash dividends or cash distributions payable out of consolidated retained earnings and dividends earnings) of the Company or distributions referred to in Section 3.1(a)) any corporation or other legal entity a majority of the voting equity securities or equity interests of which are owned, directly or indirectly, by the Company (any such evidences of indebtedness, assets or securities, the a "assets or securitiesSubsidiary"), then(ii) shares of capital stock of any Subsidiary, (iii) securities convertible into or exchangeable for capital stock of the Company (including Common Stock or capital stock of any other class) or any Subsidiary, or (iv) any rights, options, or warrants to purchase any of the foregoing (excluding those described in Section 4.1(c)), then the number of Warrant Shares thereafter purchasable upon exercise of each case, the Option Price shall Warrant will be adjusted by subtracting to the number that results from multiplying the Option Price then in effect number of Warrant Shares purchasable upon the fair market value exercise of the assets or securities that C&A would have been entitled to receive as a result of such distribution had the Option been exercised and the relevant Option Shares issued in the name of C&A each Warrant immediately prior to such adjustment by a fraction, the numerator of which will be the Current Market Price per share (as defined in Section 4.1(d)) of Common Stock on the record date for such distribution; provided, however, that if and the denominator of which will be such adjustment would result in an Option Current Market Price of less than $0.01 per share of Common Stock less the fair value (or such other amount equal to as determined in good faith by the then par value Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a nationally recognized investment banking firm) of the portion of the evidences of indebtedness, assets, securities, or rights, options, or warrants so distributed on account of one share of Common Stock). Such adjustment will be made whenever any such distribution is made, then the Company shall distribute such assets or securities to C&A as if C&A had exercised the Option and the Option Shares had been issued in the name of C&A will become effective immediately prior to after the record date for the determination of stockholders entitled to receive such distribution. Except as provided in Section 4.1(h), no further adjustments of the number of Warrant Shares will be made upon the actual issue of shares of Common Stock upon conversion or exchange of such securities convertible or exchangeable for shares of Common Stock or upon exercise of such rights, warrants, or options for shares of Common Stock.
(c) Subject to Section 4.1(e), if the Company issues rights, options, or warrants to holders of the outstanding shares of Common Stock, as such, entitling the holders of such rights, options, or warrants (for a period expiring within 60 calendar days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share that is lower on the record date mentioned below than the Current Market Price per share of Common Stock on such record date, then the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant will be adjusted to the number that results from multiplying the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such adjustment by a fraction (not to be less than one), the numerator of which will be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered by such rights, options, or warrants for subscription or purchase and the denominator of which will be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate subscription or purchase price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share of Common Stock on such record date. Such adjustment will be made whenever such rights, options, or warrants are issued, and will become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants. In case such subscription or purchase price may be paid in a consideration part or all of which is in a form other than cash, the fair value of such consideration will be as determined by the Board of Directors of the Company, whose determination will be conclusive if based on the financial advice of a nationally recognized investment banking firm. Except as provided in Section 4.1(h), no further adjustments of the number of Warrant Shares will be made upon the actual issue of shares of Common Stock upon exercise of such rights, options, or warrants.
(d) For purposes of this Agreement, the "Current Market Price" per share of Common Stock on any date will be the average of the daily Closing Prices (as defined below in this Section 4.1(d)) for 30 consecutive Trading Days commencing 45 Trading Days before the date of such computation. The closing price for each day (the "Closing Price") will be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the average of the closing bid and asked prices of the shares of Common Stock in the over-the-counter market as reported by The Nasdaq Stock Market or any comparable system, or if not so reported by any such organization on such day, the average of the bid and asked prices furnished by a professional market maker selected by the Board of Directors of the Company. In the absence of one or more such quotations, the Board of Directors of the Company will determine the Current Market Price in good faith on the basis of such quotations or other relevant information as it considers appropriate.
(e) No adjustment in the number of Option Warrant Shares purchasable upon the exercise of the Option a Warrant will be required unless such adjustment would require an increase or decrease in the number of Option Warrant Shares purchasable upon the hypothetical exercise of the Option a Warrant of at least 1%; provided, however, -------- ------- that any adjustments which by reason of this paragraph (e) are not required to be made currently will be carried forward and made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, would require an increase or decrease in the number of Warrant Shares purchasable upon the hypothetical exercise of a Warrant of 1% or more. All calculations with respect to the number of Option Warrant Shares will be made to the nearest one-thousandth of a share and all calculations with respect to the Option Warrant Price will be to the nearest whole cent.
(d) Whenever . No adjustment in the number of Option Warrant Shares purchasable upon the exercise of a Warrant will be made under paragraph (b) or (c) of this Section 4.1 if the Option Company issues or distributes to each Holder the shares, rights, options, warrants, convertible or exchangeable securities, evidences of indebtedness, assets, or other securities referred to in the applicable paragraph that such Holder would have been entitled to receive had the Warrants been exercised prior to the happening of such event on the record date with respect thereto (provided that, in any case in which such Holder would have been so -------- entitled to receive a fractional interest in any such securities or assets, the Company may distribute to such Holder in lieu of such fractional interest cash in an amount equal to the fair value of such fractional interest as determined in good faith by the Board of Directors of the Company). No adjustment in the number of Warrant Shares will be made for a change in the par value of the shares of Common Stock.
(f) Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted as herein provided, the Option Warrant Price will be correspondingly adjusted by multiplying the Option Warrant Price in effect immediately prior to such adjustment by a fraction, the numerator of which will be the number of Option Warrant Shares purchasable upon the exercise of the Option each Warrant immediately prior to such adjustment, and the denominator of which will be the number of Option Warrant Shares so purchasable immediately thereafter.
(eg) For the purpose of this Section 3Agreement, the term "Common Stock" means (i) the class of shares designated as the Common Stock of the Company as of the date of this Agreement, (ii) all shares of any class or classes (however designated) of the Company, now or hereafter authorized, the holders of which have the right, without limitation as to amount, either to all or to a part of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference, and the holders of which are ordinarily entitled to vote generally in the election of directors of the Company, or (iii) any other class of shares resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to Section 4.1(a), the Warrants become exercisable to purchase Warrant Shares other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price payable in respect of such other shares upon the exercise of each Warrant will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares and the Warrant Price contained in this Section 4.1.
Appears in 1 contract
Samples: Warrant Agreement (Arch Communications Group Inc /De/)
