Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 3 contracts
Samples: Branded Services Agreement (Netplex Group Inc), Netplex Group Inc, Netplex Group Inc
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to such action. In the effective date of event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant3. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 3 contracts
Samples: Underwriting Agreement (Quantum Epitaxial Designs Inc), Underwriting Agreement (Quantum Epitaxial Designs Inc), Underwriting Agreement (Quantum Epitaxial Designs Inc)
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares (other than a subdivision or combination of the outstanding Common Stock Ordinary Shares and other than a change in the par value of the Common StockOrdinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company shall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder Warrantholder would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to such action. In the effective date of event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional Ordinary Shares shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of Company other than Ordinary Shares, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Ordinary Shares covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant6. The provisions of this Section 3.4 6.1 shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 2 contracts
Samples: Yingli Green Energy Holding Co LTD, Yingli Green Energy Holding Co LTD
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization reorganization, or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) ), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer transfer, or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant Company shall have cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholders an agreement granting the Warrantholders the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the Warrants the kind and amount of securities, cash or shares and other securities and property which the Holder they would have owned or have been entitled to receive immediately receive, after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchangesale, sale or conveyance conveyance, had this Warrant the Warrants been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale, or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution, or conveyance and payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantArticle. The provisions of this Section 3.4 shall similarly apply to successive reclassification, capital reorganizations, reclassifications, consolidations, mergers, statutory exchangessales, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 2 contracts
Samples: Warrant Agreement (River Financial Corp), Warrant Agreement (River Financial Corp)
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company may, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchangesale, sale or conveyance had this Warrant been exercised immediately prior to such action. In the effective date of event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant3. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 2 contracts
Samples: Warrant Agreement (Zevex International Inc), Warrant Agreement (Zevex International Inc)
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares (other than a subdivision or combination of the outstanding Common Stock Ordinary Shares and other than a change in the par value of the Common StockOrdinary Shares) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock Ordinary Shares of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company shall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to such action. In the effective date of event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional Ordinary Shares shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of Company other than Ordinary Shares, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Ordinary Shares covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant6. The provisions of this Section 3.4 6.1 shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 2 contracts
Samples: Suntech Power Holdings Co., Ltd., Yingli Green Energy Holding Co LTD
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant Company shall have cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the Warrants the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately receive, after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance conveyance, had this Warrant the Warrants been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of , a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantIII. The provisions of this Section 3.4 3.03 shall similarly apply to successive reclassification, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.this
Appears in 1 contract
Samples: Boston Biomedica Inc
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation or other entity (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, reclassification capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation or entity of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company shall, as a condition precedent to such transaction cause such successor or purchasing corporation or other entity, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Warrant Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder Warrantholder would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchangesale, sale or conveyance had this Warrant been exercised immediately prior to such action. In the effective date of event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantSection 2. The provisions of this Section 3.4 2(c) shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: Life Medical Sciences Inc
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, reclassification or capital reorganization of the Company or other change of outstanding shares of Common Stock (other than a subdivision or a combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that said merger does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company shall, as a condition precedent to such transaction, cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment shall issue will be made in the application treated as an issue of Common Stock covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantIII. The provisions of this Section 3.4 shall 3.05 will similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than reclassification, or any consolidation or merger to which the Company is a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) party, or in case of any consolidation sale or merger conveyance to another entity of all or substantially all of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock property of the class issuable upon exercise of this Warrant) Company, or in the case of any sale, lease, transfer or conveyance to statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the property and assets of the Company as an entirety or substantially as an entiretyCompany), the Holder of this Warrant Warrantholder shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder Warrantholder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 III with respect to the rights and interests thereafter of the Holder of this Warrant Warrantholder to the end that the provisions set forth in this Article 3 III shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 SECTION 3.04 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyancesconveyances which occur prior to the exercise, repurchase or expiration of this Warrant. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be jointly and severally responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassificationreclassifica tion, consolidation, merger, statutory exchange, sale or conveyance and of said such provisions so proposed to be made, shall be mailed to the Holders of the Warrants Warrantholder not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: Hearst Corp
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation Entity (other than merger with a subsidiary in which the Company is the continuing corporation Entity and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation Entity of a substantial part of the property and assets of the Company as an entirety or substantially as an entiretyCompany, the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 3.3 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: Transportation Components Inc
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall provide 15 days prior written notice of such transaction to the Holder. At the option of the Holder, the Holder of this Warrant shall either (a) have the right thereafter to exercise this Warrant in full or (b) have the opportunity to require, as a condition precedent to such transaction, that the Company require such successor or purchasing corporation, as the case may be, to execute with the Holder, prior to the closing of such transaction, an agreement granting the Holder the right thereafter, upon payment of the Warrant Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to such action. In the effective date of event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantSection 3. The provisions of this Section 3.4 3(b) shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: E-Medsoft Com
Preservation of Purchase Rights in Certain Transactions. In Subject to the terms and provisions of the Amendment, in case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant Company shall have cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholders an agreement granting the Warrantholders the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the Warrants the kind and amount of securities, cash or shares and other securities and property which the Holder they would have owned or have been entitled to receive immediately receive, after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance conveyance, had this Warrant the Warrants been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantIII. The provisions of this Section 3.4 3.03 shall similarly apply to successive reclassification, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Preservation of Purchase Rights in Certain Transactions. In ------------------------------------------------------- case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company shall, as a condition precedent to such transaction cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article III (including an immediate adjustment, by reason of such consolidation, merger or sale, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger or sale). In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably bepayment, in relation to any shares of stock whole or other securities in part, for, or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 shall similarly apply to successive reorganizationsof, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations a security of the Company hereunderother than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Article III. Notice In the event of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale consolidation or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders merger of the Warrants Company in which the Company is not less than 30 days prior to such event. A the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for a consideration consisting primarily stock or other securities of securities any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of such stock or securities of the other corporation, and if any such calculation results in adjustment of the Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such merger, conversion or sale, for purposes of this Section 3.4 shall be made after giving effect to such adjustment of the Exercise Price. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a greater or lesser number of shares of Common Stock of the surviving corporation are issuable to holders of Common Stock of the company in respect of the number of shares of Common Stock of the company outstanding immediately prior to such merger for or consolidation, then the foregoing purposesExercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances.
Appears in 1 contract
Samples: Professional Bancorp Inc
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, reclassification or capital reorganization of the Company or other change of outstanding shares of Common Stock (other than a subdivision or a combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that said merger does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company shall, as a condition precedent to such transaction, cause such successor or purchasing corporation, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ARTICLE III. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably bepayment, in relation to any shares of stock whole or other securities in part, for, or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 shall similarly apply to successive reorganizationsof, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations a security of the Company hereunder. Notice of other than Common Stock, any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, issue shall be mailed to treated as an issue of Common Stock covered by the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.provisions of
Appears in 1 contract
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: Underwriting Agreement (Ingenex Inc)
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision reclassification, or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of to which the Company with or into another corporation (is a party other than a merger with a subsidiary or consolidation in which the Company is the continuing corporation and that does not result in any reclassificationcorporation, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer sale or conveyance to another corporation entity of the property and assets of the Company as an entirety or substantially as an entirety, or in the Holder case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), this Warrant Warrantholder shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder Warrantholder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 III with respect to the rights and interests thereafter of the Holder of this Warrant Warrantholder to the end that the provisions set forth in this Article 3 III shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 3.04 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: Family Golf Centers Inc
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise the conversion of this Warrantthe Shares) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have Company shall, as a condition precedent to such transaction, cause such successor or purchasing corporation, as the case may be, to execute an agreement granting all Holders the right thereafter to receive on convert the exercise of this Warrant Shares into the kind and amount of securitiesshares, cash or and other securities and property which the Holder would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant the conversion right been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock, and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this of Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant5. The provisions of this Section 3.4 5.4 shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any Dilutive Issuance. Except as provided in Section 5.9 below, in the event the Company shall issue additional shares of stock Common Stock or other securities Common Stock Equivalents without consideration or property thereafter deliverable for a consideration per share less than the Conversion Price in effect on the exercise date of this Warrant and immediately prior to such issuance (a "Dilutive Price"), then, and upon such event, the then Conversion Price shall be responsible for all reduced concurrently with such issuance to the Conversion Price determined as follows: (i) the number of shares of Common Stock and Common Stock Equivalents outstanding immediately prior to the agreements and obligations of issuance that results in the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be madeadjustment, shall be mailed to the Holders of the Warrants not less than 30 days multiplied by (ii) such Conversion Price in effect immediately prior to such eventissuance, and to the result (iii) shall be added the actual consideration received for the additional shares of Common Stock and Common Stock Equivalents, thereupon the resulting total (iv) shall be divided by the sum of (A) the number of shares of Common Stock and Common Stock Equivalents outstanding immediately prior to the issuance that results in the adjustment and (B) the number of additional shares of Common Stock and Common Stock Equivalents resulting in the adjustment. A sale If the quotient thus obtained is less than the Conversion Price then in effect, such quotient shall be the adjusted Conversion Price until further adjusted as provided herein. In the event that the amount raised at the Dilutive Price is greater than an accumulated amount of all or substantially all $500,000 since the date of the assets approval of this Certificate of Designation and the Company for a consideration consisting primarily of securities average price paid is less than the Conversion Price then in effect, then the Conversion Price shall be deemed a consolidation or merger adjusted to the lowest price paid for these securities without the foregoing purposes.calculations required by this Section 5.5
Appears in 1 contract
Samples: Exchange Agreement (Dynamic Biometric Systems, Inc.)
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company Parent with or into another corporation (other than merger with a subsidiary in which the Company Parent is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise the conversion of this Warrantthe Series A Shares) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company Parent as an entirety or substantially as an entirety, the Holder of this Warrant shall have Parent shall, as a condition precedent to such transaction, cause such successor or purchasing corporation, as the case may be, to execute an agreement granting all Holders the right thereafter to receive on convert the exercise of this Warrant Notes into the kind and amount of securitiesshares, cash or and other securities and property which the Note Holder would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant the conversion right been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock, and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of the Parent other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantArticle. The provisions of this Section 3.4 shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: Dynamic Biometric Systems, Inc.
Preservation of Purchase Rights in Certain Transactions. In case of any reclassificationcapital reorganization, capital reorganization or other change of outstanding shares of Common Stock (other than any consolidation or merger to which the Company is a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) party, or in case of any consolidation sale or merger conveyance to another entity of all or substantially all of the Company with or into another corporation (other than merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock assets of the class issuable upon exercise of this Warrant) Company, or in the case of any sale, lease, transfer or conveyance to statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation of into the property and assets of the Company as an entirety or substantially as an entiretyCompany), the Holder of this Warrant Warrantholder shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder Warrantholder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had if this Warrant had been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 3 III with respect to the rights and interests thereafter of the Holder of this Warrant Warrantholder to the end that the provisions set forth in this Article 3 III shall thereafter correspondingly be made applicable, as nearly as may reasonably bebe possible, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The provisions of this Section 3.4 3.04 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyancesconveyances which occur prior to the exercise, repurchase or expiration of this Warrant. The issuer of any shares of capital stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible jointly and severally liable for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrantthe Warrants) or in the case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant Company shall have use its best efforts to cause such successor or purchasing corporation, as the case may be, to execute with the Holders an agreement granting the Holders the right thereafter thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the Warrants the kind and amount of securities, cash or shares and other securities and property which the Holder he would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchange, sale or conveyance had this Warrant the Warrants been exercised immediately prior to the effective date such action. Such agreement shall provide for adjustments in respect of such shares of stock and other securities and property, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. In the event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of the Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantSection 8. The provisions of this Section 3.4 8.8 shall similarly apply to successive reclassification, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Preservation of Purchase Rights in Certain Transactions. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in case of any consolidation or merger of the Company with or into another corporation or other entity (other than a merger with a subsidiary in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the case of any sale, lease, transfer or conveyance to another corporation or entity of the property and assets of the Company as an entirety or substantially as an entirety, the Holder of this Warrant Company shall have as a condition precedent to such transaction cause such successor or purchasing corporation or other entity, as the case may be, to execute with the Warrantholder an agreement granting the Warrantholder the right thereafter thereafter, upon payment of the Warrant Price in effect immediately prior to such action, to receive on the upon exercise of this Warrant the kind and amount of securities, cash or shares and other securities and property which the Holder Warrantholder would have owned or have been entitled to receive immediately after the happening of such reorganizationreclassification, reclassificationchange, consolidation, merger, statutory exchangesale, sale or conveyance had this Warrant been exercised immediately prior to such action. In the effective date of event that in connection with any such reclassification, capital reorganization, reclassificationchange, consolidation, merger, statutory sale or conveyance, additional shares of Common Stock shall be issued in exchange, sale conversion, substitution or conveyance and payment, in whole or in part, for, or of, a security of Company other than Common Stock, any such case, if necessary, appropriate adjustment issue shall be made in the application treated as an issue of Common Stock covered by the provisions set forth in this Article 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Article 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this WarrantSection 2. The provisions of this Section 3.4 2(c) shall similarly apply to successive reclassifications, capital reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
Appears in 1 contract
Samples: Life Medical Sciences Inc
