Common use of Mechanical Adjustments Clause in Contracts

Mechanical Adjustments. If the Company shall pay a dividend in shares of its Common Stock (other than payments of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering.

Appears in 10 contracts

Samples: Common Stock Warrant Agreement (Vitafort International Corp), Common Stock Warrant Agreement (Vitafort International Corp), Common Stock Warrant Agreement (Vitafort International Corp)

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Mechanical Adjustments. If The number of Warrant Shares purchasable upon the Company exercise of each Warrant and the Warrant Price shall be subject to adjustment as follows: (a) In case Sheridan shall (i) pay a dividend to holders of Common Stock in shares of its Common Stock (other than payments or make a distribution to holders of Common Stock as interest on preferred stock)in shares of Common Stock, (ii) subdivide (split) its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of Sheridan (including any such reclassification in connection with a consolidation or merger in which Sheridan is the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entitysurviving corporation), the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of Sheridan which he, she or it he would have owned or would have been entitled to receive after the happening of any of the events described above above, had the such Warrant been exercised immediately prior to the happening of such event, and event or any record date with respect thereto regardless of whether the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in Warrants are exercisable at the number time of shares and/or the Exercise Price shall be required unless happening of such adjustment would require an increase event or decrease at the time of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentrecord date with respect thereto. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and paragraph (a) shall become effective immediately after the effective date in of such event retroactive to the record date, if any, for such event. (b) In case of a subdivisionSheridan shall issue rights, combination options or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made warrants to holders of its outstanding Common Stock, without any charge to such holders, entitling them to subscribe for or purchase shares of Common Stock as if he, she or it had purchased the full number of shares as to at a price per share which the Warrant remains unexercised immediately prior to is lower at the record date for such rights offering.mentioned below than the greater of (a) the Exercise Price or (b) the then current market price per share of Common Stock (as determined in

Appears in 1 contract

Samples: Warrant Agreement (Enron Capital & Trade Resources Corp)

Mechanical Adjustments. If The number of Warrant Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows: (a) Adjustment for Change in Capital Stock. Subject to paragraph (b) below, in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of its Common Stock (other than payments or make a distribution of shares of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse splitii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, issue (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock any shares or Stock, other securities of the Company, Company (including any such reclassification in connection with a consolidation or distribute as a stock dividend to holders of its Common Stock any securities of merger in which the Company or of another is the surviving entity), then the number of shares Warrant Shares purchasable upon exercise of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise the kind and number of shares of Common Stock Warrant Shares or other securities of the Company which he, she or it such Holder would have owned or would have been entitled to receive after upon the happening of any of the events described above had the such Warrant been exercised in full immediately prior to the happening of such eventevent or any record date with respect thereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be correspondingly adjusted; provided, however, that no subject to adjustment on terms substantially identical to those applicable to Common Stock in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment9. An adjustment made pursuant to this Section 11 paragraph (a) shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective for such event or, if none, immediately after the effective date in the case of a subdivision, combination or reclassificationsuch event. The Holder Such adjustment shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for successively whenever such rights offering.an event occurs. (b)

Appears in 1 contract

Samples: Class a Warrant Agreement (Hybrid Dynamics Corp)

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Mechanical Adjustments. (a) If at any time prior to the full exercise of this Warrant, the Company shall (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock; (ii) subdivide its outstanding Common Stock into a greater number of shares; (iii) combine its outstanding Common Stock into a smaller number of shares; or (iv) issue any shares in a reclassification of the Common Stock (other than payments any such event for which an adjustment is made pursuant to any other Section of Common Stock as interest on preferred stockthis Article IV or a reclassification of par to no par value or the like), subdivide (split) its outstanding shares the total number of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities purchasable upon the exercise of this Warrant shall be adjusted so that, upon the Companysubsequent exercise of this Warrant in full, or distribute as a stock dividend the Warrantholder shall be entitled to holders of its Common Stock any securities of receive at the Company or of another entity, same aggregate Exercise Price the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it he would have owned or would have been entitled to receive after immediately following the happening of any of the events described above had the this Warrant been exercised in full immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An Any adjustment made pursuant to this Section 11 shall become effective immediately after the record date 4.01 shall, in the case of a stock dividend or other distribution and shall distribution, become effective immediately after as of the effective record date therefor and, in the case of a subdivisionsubdivision or combination, combination or reclassification. The Holder shall be entitled to participate made effective as of the effective date thereof. Such adjustment shall be made successively whenever any event listed in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offeringthis paragraph 4.01(a) shall occur.

Appears in 1 contract

Samples: Change Technology Partners Inc

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