Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder. b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within the meaning on the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event. c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock. d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 2 contracts
Samples: Subscription Agreement (World Diagnostics Inc), Subscription Agreement (World Diagnostics Inc)
Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute (for no consideration) to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsections 3(b) and 3(c), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such nonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Shares Stock (defined as the average for the twenty consecutive trading days immediately prior to the record date of the daily closing bid price of the Common Stock as reported by the NASDAQ level III less the fair market value (as determined reasonably determined in good faith by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Shares Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, or (iii) issue by way reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder of any Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a stock dividend or stock split (includingdistribution and shall become effective immediately after the effective date in the case of a subdivision, without limitationcombination or reclassification. If, as a reverse stock splitresult of an adjustment made pursuant to this Subsection 3(b), thenthe Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in each a written notice to the Holder of any Warrant promptly after such caseadjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock.
c) In case the Company shall hereafter combine its shares of Common Stock into a lesser number of shares (Reverse Split) the number of Warrants shall be proportionately adjusted. The Per Share Warrant Price shall be adjusted to the lower of (i) the average closing bid price of the Company's Common Stock as quoted by NASDAQ level III for the five-day trading period (Average Price) ending on the twentieth (20th) day subsequent to the effective date of such Reverse Split, or (ii) the proportionate per share price based on the Reverse Split, i.e. $1.25 per share in the event of a two for one split.
d) Except as provided in Subsection 3(f), in case the Company shall hereafter issue or sell any shares of Common Stock for a consideration per share less than the Per Share Warrant Price on the date of such stock dividend issuance or stock split sale, the Per Share Warrant Price shall be adjustedadjusted as of the date of such issuance or sale so that the same shall equal the consideration per share received by the Company upon such issuance or sale; provided, however, that no adjustment of the Per Share Warrant Price shall be required in connection with the issuance of shares upon the exercise of presently outstanding warrants or further adjustedoptions.
e) Except as provided in Subsection 3(a) and 3(f), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into Common Stock entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (Total Consideration) by (ii) the number of Common Shares outstanding immediately prior to additional shares of common stock issuable upon exercise or conversion of such securities) less than the then current Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (a) the number of shares of Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price in effect immediately prior to such issuance plus (b) the Total Consideration by (ii) the total number of shares of Common Shares Stock outstanding immediately after issuance. Upon each adjustment in on the Per Share Warrant Price resulting from a stock split date of such issuance or stock dividend, sale plus (iii) the maximum number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after additional shares of Common Stock issuable upon exercise or conversion of such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holdersecurities.
bf) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to convert such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been converted immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be. in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(f) 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 conversion 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 Holder Holders of the Warrants not less than 15 20 business days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
g) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 3 (other than this Subsection 3(g) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof All calculations under this Section 3 shall be made to the nearest cent. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Holder and Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall make no deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is purchase stock or securities convertible or exchangeable for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of stock hereafter made by the Company to its shareholders shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distributionbe taxable.
Appears in 2 contracts
Samples: Warrant Agreement (Worldwide Data Inc), Warrant Agreement (Worldwide Data Inc)
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after such issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each such adjustment and each such readjustment shall be forthwith mailed to the Holder.
(b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within the meaning on of the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on of one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the that effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event.said
(c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so of said notice and then only to shareholders of record as of a date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
(d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 2 contracts
Samples: Warrant Agreement (Euroweb International Corp), Warrant Agreement (Euroweb International Corp)
Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within the meaning on the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event.
c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share the outstanding warrants may be converted into common stock for 1/3 of a share of common stockshare.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 2 contracts
Samples: Warrant Agreement (World Diagnostics Inc), Subscription Agreement (World Diagnostics Inc)
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, In case the Company shall issue to the holders of the Common Shares any Common Shares by way of hereafter (i) pay a stock dividend or stock split make a distribution on its Common Stock in shares of Common Stock, (including, without limitation, ii) subdivide its outstanding shares of Common Stock into a reverse stock splitgreater number of shares or (iii) combine its outstanding shares of Common Stock into a smaller number of shares (each of (i) through (iii) an "Action"), then, and in each such case, then the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, adjusted to a price (be equal to the nearest cent) determined by dividing product of (i) an amount equal to a fraction, the numerator of which is the number of shares of Common Shares Stock outstanding immediately prior to such issuance Action and the denominator of which is the number of shares of Common Stock outstanding immediately following such Action, multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding Per Share Exercise Price immediately prior to such Action. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after issuance. Upon each adjustment the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) Whenever the Per Share Warrant Exercise Price resulting from a stock split or stock dividendis adjusted pursuant to subsection 3(a), the number of Warrant Shares issuable upon payment of the Aggregate Exercise Price shall be adjusted by dividing to be equal to the product of the number of Warrant Shares issuable upon payment of the Aggregate Warrant Exercise Price immediately prior to such adjustment multiplied by a fraction, the Per Share Warrant numerator of which shall be the Aggregate Exercise Price in effect payable immediately prior to such adjustment and the denominator which shall be the Aggregate Exercise Price payable immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b(c) If In the Company shall be consolidated with event of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification sale or reorganizationconveyance and in any such case, and of said provisions so proposed to be madeif necessary, appropriate adjustment shall be mailed made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder not less than 15 days prior of this Warrant to such event.
cthe end that the provisions set forth in this Section 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 above provisions of this Subsection 3(b) If 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 shall sell hereunder. A sale of all or substantially all of its assetsthe assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(d) No adjustment in the Per Share Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, other than as part however, that any adjustments which by reason of this Subsection 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986share, as presently the case may be. Anything in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(e) Whenever the Per Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Chief Financial Officer, or equivalent officer, of the Company shall prepare a certificate setting forth the Per Share Exercise Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder.
(f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date other capital stock of the mailing of said notice. If this sale is for cashCompany, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company (whose determination shall declare any dividend or other distribution be conclusive and shall be described in cash with respect to the Common Shares, other than out of surplus, the Company shall mail a written notice thereof to the Holder not less than 15 days prior to of any Warrant promptly after such adjustment) shall determine the record date fixed for determining shareholders entitled to participate in allocation of the adjusted Per Share Exercise Price between or among shares or such dividend classes of capital stock or shares of Common Stock and other distributioncapital stock.
Appears in 2 contracts
Samples: Warrant Agreement (Cross Media Marketing Corp), Warrant Agreement (Cross Media Marketing Corp)
Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Shares outstanding immediately prior to such issuance multiplied Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price in effect immediately prior to such issuance by (ii) action shall be adjusted so that the total Holder of any Warrant thereafter exercised shall be entitled to receive the number of shares of Common Shares outstanding Stock or other capital stock of the Company which he would have owned or been entitled to receive immediately following the happening of any of the events described above had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Section 3(a) shall become effective immediately after issuance. Upon each adjustment the record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made pursuant to this Section 3(a), the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price resulting from a between or among shares of such classes or capital stock split or stock dividend, the number shares of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustmentCommon Stock and other capital stock. Notice In case of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated with any consolidation or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another entity (except including any exchange effectuated in connection with a stock split covered by Subsection 3(a) hereofmerger of any other corporation with the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to convert such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such consolidation, merger, salestatutory exchange, reclassification sale or reorganization, and adequate provisions conveyance had this Warrant been exercised immediately prior to the effect shall be made at the time thereof. Notice effective date of such consolidation, merger, salestatutory exchange, reclassification sale or reorganizationconveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 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 Section 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 above provisions of this Section 3(b) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. Notice of any such consolidation, merger, statutory exchange, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 ten (10) days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. Whenever the Per Share Warrant Price is a party within the meaning adjusted as provided in this Section 3 and upon any modification of the Internal Revenue Code rights of 1986, as presently the Holder of this Warrant in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)accordance with this Section 3, the Company shall mail notice thereof shall, at its own expense, within ten (10) days of such adjustment or modification, deliver to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date this Warrant a certificate of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors Principal Financial Officer of the Company shall declare any dividend setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or other distribution in cash with respect to the Common Shareseffect of such modification, other than out a brief statement of surplus, the Company shall mail notice thereof to facts requiring such adjustment or modification and the Holder not less than 15 days prior to manner of computing the record date fixed for determining shareholders entitled to participate in such dividend or other distributionsame.
Appears in 1 contract
Samples: Financial Consulting Agreement (Ladenburg Thalmann & Co Inc/Ny/)
Protection Against Dilution. aThe Exercise Price and the number of shares which can be purchased by the Holder upon the exercise of this Warrant shall be subject to adjustment in the events and in the manner following:
(1) If, If and whenever the shares at any time outstanding shall be subdivided into a greater or from time to time after the date consolidated into a lesser number of this Warrantshares, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, decreased or further adjusted, to a price (to increased proportionately as the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to case may be; upon any such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split subdivision or stock dividendconsolidation, the number of Warrant Shares shares which can be purchased upon the exercise of this warrant certificate shall be adjusted by dividing increased or decreased proportionately as the Aggregate case may be.
(2) In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company, this Warrant Price by the Per Share Warrant Price in effect immediately shall after such adjustment. Notice capital reorganization, reclassification of each adjustment and each such readjustment shall be forthwith mailed capital, consolidation, merger or amalgamation confer the right to purchase the Holder.
b) If number of shares or other securities of the Company shall be consolidated with or merged into another corporationof the Company resulting from such capital reorganization, reclassification, consolidation, merger or shall sell all or substantially all of its assets in part of a reorganization amalgamation, as the case may be, to which the Company is a party within Holder of the meaning shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of this Warrant would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder of this Warrant so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the Internal Revenue Code exercise of 1986this Warrant.
(3) The rights of the Holder evidenced hereby are to purchase shares prior to or on the date set out on the face of this Warrant. If there shall, as presently in effectprior to the exercise of any of the rights evidenced hereby, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its be any reorganization of the authorized capital structure (except a stock split covered of the Company by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such way of consolidation, merger, salesubdivision, reclassification amalgamation or reorganizationotherwise, or the payment of Common Stock Purchase Warrant Certificate No. «Certno» any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have the sole and adequate provisions exclusive power to the effect shall be made at the time thereof. Notice of make such consolidation, merger, sale, reclassification or reorganization, adjustments as it considers necessary and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such eventdesirable.
c(4) If The adjustments provided for herein in the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If subscription rights represented by this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockare cumulative.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall shall, for no consideration, issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(b)), then, and in each any such casenonexcluded event being herein called a "Special Dividend", the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined adjusted by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the thirty consecutive business days, immediately prior to the record date for the applicable Special Dividend of the daily 4:00 PM closing bid price of the Common Stock as reported by the NASDAQ or OTCBB system) less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such issuance by Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) the total subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Shares outstanding immediately after issuance. Upon each adjustment in Stock into a smaller number of shares or (iv) issue by reclassification, reorganization, recapitalization or similar transaction of the Company of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price resulting from a stock split or stock dividend, shall be adjusted so that the Holder of any Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned had he exercised the Warrants immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection 3(b), the Holder of any Warrant Shares thereafter surrendered for exercise shall become entitled to receive shares of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine in good faith the allocation of the adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after between or among shares of such adjustment. Notice classes or capital stock or shares of each adjustment Common Stock and each such readjustment shall be forthwith mailed to the Holderother capital stock.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to receive upon exercise of such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(c) 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 conversion 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 Holder Holders of the Warrants not less than 15 20 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
(d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 3 (other than this Subsection 3(d)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.
(e) Whenever the Per Share Warrant Price is changed or adjusted as provided in Section 1 or in this Section 3, (i) the number of Warrant Rights evidenced by (and available to be purchased under) this Warrant shall automatically be adjusted by multiplying the previous number of Warrant Rights by a fraction the numerator of which is the Per Share Warrant Price immediately prior to such adjustment and the denominator of which is the Per Share Warrant Price immediately after such adjustment, and (ii) upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
d(f) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common SharesStock, other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 20 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
(g) The Board of Directors may, at its discretion from time to time, reduce the Per Share Warrant Price or extend the outside date prior to which this Warrant may be exercisable.
Appears in 1 contract
Protection Against Dilution. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Option Price shall be adjusted so that the Optionee upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which it would have owned immediately following such action had such Option been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 4(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time or from time to time after the date of this WarrantOption, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock dividend subdivision, combination or stock split (includingreclassification, without limitation, a reverse stock split), thenor dividend, and in each also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenon-excluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Option Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by multiplying the Per Share Warrant Option Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the five consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such exchange, the average of the closing prices as reported by NASDAQ) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 4(b) shall become effective immediately after the record date of any such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the HolderSpecial Dividend.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Optionee shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Option the kind and amount of securities, as presently in effectcash or other property which the holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Option been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 4 with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth in this Section 4 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 Option. The above provisions of this Subsection 4(c) 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 Option 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 Holder holders of the Options not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
(d) No adjustment in the Per Share Option Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 4(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 4 (other than this Subsection 4(d)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Optionee or Common Stock issuable upon exercise hereof. All calculations under this Section 4 shall be made to the nearest cent or to the nearest 1/l00th of a share, as the case may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Holder and Per Share Option Price, in addition to those required by this Section 4, as it in its discretion shall make no deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to shareholders until purchase stock or securities convertible or exchangeable for stock hereafter made by the expiration of 15 days from the date of mailing so said notice and then only Company to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may its stockholders shall not be converted into 1/3 of a share of common stocktaxable.
d(e) If the Board of Directors of the Company shall (i) declare any dividend or other distribution in cash with respect to the Common SharesStock, other than out a cash dividend subject to the first parenthetical in Subsection 4(b), (ii) offer to the holders of surplusshares of Common Stock any additional shares of Common Stock, any securities convertible into or exercisable for shares of Common Stock or any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holder Optionee not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up.
(f) If, as a result of an adjustment made pursuant to this Section 4, the holder of any Option thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other distributioncapital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the holder of any Option promptly after such adjustment) shall determine the allocation of the adjusted Per Share Option Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) Upon each adjustment of the Per Share Option Price pursuant to the provisions of this Section 4, the number of shares of Common Stock issuable upon the exercise of the Option at the adjusted Per Share Option Price shall be adjusted to the nearest full amount by multiplying a number equal to the Per Share Option Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of the Option immediately prior to such adjustment and dividing the product so obtained by the adjusted Per Share Option Price.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to the holders of shares of Preferred Stock evidence of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or distribution payable in shares of Preferred Stock, referred to in Sub-
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock split in shares of Preferred Stock, (includingii) subdivide its outstanding shares of Preferred Stock into a greater number of shares, without limitation, (iii) combine its outstanding shares of Preferred Stock into a reverse smaller number of shares or (iv) issue by reclassification of its Preferred Stock any shares of capital stock splitof the Company (other than the Conversion Shares), then, and in each such case, the Per Share Warrant Price on shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Preferred Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of such stock a dividend or stock split distribution and shall be adjustedbecome effective immediately after the effective date in the case of a subdivision, combination or further adjustedreclassification.
(c) Except as provided in Subsections 3(a) and 3(d), in case the Company shall hereafter issue or sell any shares of Preferred Stock or rights, options, warrants or securities convertible into Preferred Stock entitling the holders thereof to purchase Preferred Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "TOTAL CONSIDERATION") by (ii) the number of Common Shares outstanding immediately prior to additional shares of Preferred Stock issuable upon exercise or conversion of such securities) less than the then current Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of Preferred Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price in effect immediately prior to such issuance plus (B) the Total Consideration by (ii) the total number of Common Shares shares of Preferred Stock outstanding immediately after issuance. Upon each on the date of such issuance or sale plus the maximum number of additional shares of Preferred Stock issuable upon exercise or conversion of such securities.
(d) No adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing required in the Aggregate Warrant Price case of the issuance by the Per Share Warrant Price in effect immediately after such adjustment. Notice Company of each adjustment and each such readjustment shall be forthwith mailed Preferred Stock pursuant to the Holderexercise of any Warrant.
b(e) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as a entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require 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, consolid exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder Holders of the Warrants not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assetsthe assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(f) Upon the conversion of all the Preferred Stock into Common Stock the Per Share Warrant Price shall be adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other than capital stock of the Company which the Holder would have owned immediately following such conversion had this Warrant been exercised immediately prior thereto.
(g) In case any event shall occur as part of a reorganization to which the Company is a party within other provisions of this Section 3 are not strictly applicable but as to which the meaning failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Majority of the Internal Revenue Code Holders may appoint a firm of 1986independent public accountants of recognized national standing reasonably acceptable to the Company, as presently which shall give
(h) No adjustment in effectthe Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.10 per share of Preferred Stock; provided, or however, t carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall distribute its assets be required and made in dissolution or liquidation accordance with the provisions of this Section 3 (other than this Subsection 3(h)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Preferred Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(i) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing Warrants. The Company may, but shall not be obligated (unless requested by a Majority of said notice. If this sale is for cashthe Holders) to obtain, then each Warrant Share at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be converted into 1/3 the regular auditors of a share the Company) setting forth the Per Share Warrant Price and the number of common stock.Warrant Shares or Conversion Shares, as the case may be, after such adjustment or the effect of such modification,
d(j) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Preferred Stock or Common Shares, Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend or other distribution.
(k) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Preferred Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the
(l) For purposes of the anti-dilution protection contained in this Section 3, at all times following the conversion of all shares of Preferred Stock into shares of Common Stock, the term Preferred Stock shall be read to be Common Stock, context permitting, so that the anti-dilution provisions will continue to protect the purchase rights represented by this Warrant after the conversion of all the Preferred Stock into the Common Stock in accordance with the essential intent and principles of this Section 3.
Appears in 1 contract
Samples: Warrant Agreement (Telechips Corp)
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue to the holders by reclassification of its Common Stock other securities of the Company, the kind and amount of Common Shares any Stock and other securities shall be adjusted so that the Holder of this Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Shares by way Stock or other securities of the Company which he would have owned immediately following such action had this Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date in the case of a stock dividend or stock split (includingdistribution and shall become effective immediately after the effective date in the case of a subdivision, without limitationcombination or reclassification. If, as a reverse stock splitresult of an adjustment made pursuant to this Subsection 3(a), then, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and in each such caseother securities of the Company, the Board of Directors (whose determination shall be made in its reasonable judgment) shall determine the allocation of the adjusted Per Share Warrant Price on the date between or among shares of such classes or capital stock dividend or stock split shall be adjustedshares of Common Stock and other securities.
(b) In case of any capital reorganization or reclassification, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split any consolidation or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization merger to which the Company is a party within the meaning on the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event.
c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to merger or consolidation in which the Company is a party within the meaning continuing corporation, or in case of any sale or conveyance to another entity of the Internal Revenue Code property of 1986, the Company as presently in effectan entirety or substantially as an entirety, or shall distribute its assets in dissolution or liquidation the case of any statutory exchange of securities with another corporation (other than as part including any exchange effected in connection with a merger of such a reorganizationthird corporation into the Company), the Company Holder of this Warrant shall mail notice thereof have the right thereafter to convert this Warrant into the kind and amount of securities, cash or other property which he 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 converted immediately prior to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the effective date of mailing so said notice such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and then only to shareholders of record as of date at least 15 days after in any such case, if necessary, appropriate adjustment shall be made in the date application of the mailing of said notice. If provisions set forth in this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash Section 3 with respect to the Common Shares, other than out rights and interests thereafter of surplus, the Company shall mail notice thereof Holder of this Warrant to the Holder not less than 15 days prior to end that the record date fixed for determining shareholders entitled to participate provisions set forth in such dividend or other distribution.this
Appears in 1 contract
Protection Against Dilution. (a) In case the Company shall (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock or any other capital stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) reclassify its Common Stock or effect a capital reorganization of the Company, or in case of the consolidation of the Company with or the merger of the Company with or into any other company or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other company, then the number and type of unexercised Option Shares subject to this Option shall be proportionately adjusted so that the Holder shall be entitled to receive the aggregate number and type of shares or other property that, if the unexercised Option Shares had been exercised in full immediately prior to such time, the Holder would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination, reclassification or recapitalization. Whenever the number of shares issuable upon exercise of this Option is adjusted pursuant to this Section 3(a), the Per Share Exercise Price shall simultaneously be adjusted by multiplying the number of unexercised Option Shares issuable upon exercise of this Option by the Per Share Exercise Price in effect on the date thereof and dividing the product so obtained by the number of Option Shares issuable upon exercise of the Option immediately following the adjustments made in 3(a) above. Such adjustment shall be made successively whenever any event listed in this paragraph 3(a) shall occur. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time as a result of an adjustment made pursuant to this Section 3, the Holder shall become entitled to receive shares of two or from time to time after more classes of capital stock or shares of Common Stock and other capital stock of the date Company upon surrender of this WarrantOption , the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder promptly after such adjustment) shall determine the allocation of the adjusted Per Share Exercise Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(c) When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Option, the Company shall issue to promptly notify the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date Holder of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to event and of the number of Common Shares outstanding immediately prior to such issuance multiplied by shares of securities or property thereafter purchasable upon exercise of the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuanceOption. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If Whenever the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of intends to declare a reorganization to which the Company is a party within the meaning on the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event.
c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the on its Common SharesStock, other than out of surplus, the it shall provide Company shall mail notice thereof to the Holder not less than 15 at least thirty (30) days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Protection Against Dilution. (a) In case the Company shall --------------------------- hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(a), thenand also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined adjusted by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the thirty consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such issuance exchange, the average of the closing prices as reported by Nasdaq National Market, or if not then listed on the Nasdaq National Market, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or if not then publicly traded, the fair market price as determined by the Company's Board of Directors) less the fair market value (iias determined by the Company's Board of Directors) of the total number evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Shares outstanding Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number record date of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after any such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the HolderSpecial Dividend.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(c) 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 Holder Holders of the Warrants not less than 15 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(d) In case any event shall occur as part of a reorganization to which the Company is other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a party within the meaning majority of the Internal Revenue Code Warrant Shares subject to all outstanding Warrants may appoint a firm of 1986independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as presently to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company.
(e) No adjustment in effectthe Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, or however, that any adjustments which by -------- ------- reason of this Subsection 3(e) are not required to be made shall distribute its assets be carried forward and taken into account in dissolution or liquidation any subsequent adjustment; provided further, however, that -------- ------- adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(e)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/l00th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(f) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly deliver a certificate signed by its Chief Financial Officer setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
d(g) If the Board of Directors of the Company shall (i) declare any dividend or other distribution in cash with respect to the Common SharesStock, other than out a cash dividend subject to the first parenthetical in Subsection 3(b), (ii) offer to the holders of surplusshares of Common Stock any additional shares of Common Stock, any securities convertible into or exercisable for shares of Common Stock or any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up.
(h) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other distributioncapital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
Appears in 1 contract
Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute (for no consideration) to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such nonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Shares Stock (defined as the average for the thirty consecutive business days immediately prior to the record date of the daily closing bid price of the Common Stock as reported by the NASDAQ system less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Shares Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by way reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder of any Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a stock dividend or stock split (includingdistribution and shall become effective immediately after the effective date in the case of a subdivision, without limitationcombination or reclassification. If, as a reverse stock splitresult of an adjustment made pursuant to this Subsection 3(b), thenthe Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in each a written notice to the Holder of any Warrant promptly after such caseadjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock.
c) Except as provided in Subsection 3(e), in case the Company shall hereafter issue or sell any shares of Common Stock for a consideration per share less than the Per Share Warrant Price on the date of such stock dividend issuance or stock split sale, the Per Share Warrant Price shall be adjustedadjusted as of the date of such issuance or sale so that the same shall equal the consideration per share received by the Company upon such issuance or sale; provided, however, that no adjustment of the Per Share Warrant Price shall be required in connection with the issuance of shares upon the exercise of presently outstanding warrants or further adjustedoptions.
d) Except as provided in Subsection 3(a) and 3(e), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into Common Stock entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of Common Shares outstanding immediately prior to additional shares of common stock issuable upon exercise or conversion of such securities) less than the then current Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (a) the number of shares of Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price in effect immediately prior to such issuance plus (b) the Total Consideration by (ii) the total number of shares of Common Shares Stock outstanding immediately after issuance. Upon each adjustment in on the Per Share Warrant Price resulting from a stock split date of such issuance or stock dividend, sale plus (iii) the maximum number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after additional shares of Common Stock issuable upon exercise or conversion of such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holdersecurities.
be) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to convert such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been converted immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(e) 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 conversion 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 Holder Holders of the Warrants not less than 15 10 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
f) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, ------------------ that any adjustments which by reason of this Subsection 3(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, ----------------- however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 3 (other than this Subsection 3(f)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.
g) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of GCA Warrants Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
dh) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common SharesStock, other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 10 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of issuance of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidence of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(b), thenand also excluding cash dividends or cash distributions paid out of net profits legally available therefor in the full amount thereof, which together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenon-excluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Price on shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current Market Price of the Common Stock less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then current Market Price of the Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such stock Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock split in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted, or further adjusted, adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company which the Holder would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(c) Except as provided in subsections 3(a) and 3(d), in case the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, other than an offering of securities for which Paramount Capital, Inc. serves as placement agent initiated within 180 days following September 1, 1996 (the "Private Placement"), in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "TOTAL CONSIDERATION") by (ii) the number of additional shares of Common Shares outstanding immediately prior to Stock issued, sold or issuable upon exercise or conversion of such issuance multiplied by securities) less than the then current Market Price of the Common Stock or the current Per Share Warrant Price in effect immediately prior to on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be (iix) the total sum of (A) the number of shares of Common Shares Stock outstanding immediately after issuance. Upon each on the record date of such issuance or sale plus (B) the Total Consideration divided by either the current Market Price of the Common Stock or the current Per Share Warrant Price, whichever is greater, and the denominator of which shall be (y) the number of shares of Common Stock outstanding on the record date of such issuance or sale plus the maximum number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities.
(d) Except as otherwise provided herein, no adjustment in the Per Share Warrant Price resulting from shall be required in the case of the issuance by the Company of (i) Common Stock pursuant to the exercise or conversion of any Warrant or any other options, warrants or any convertible securities currently outstanding or outstanding as a result of securities hereafter issued; provided, that the exercise price or conversion price at which such securities are exercised or converted, as the case may be, is equal to the exercise price or conversion price in effect as of the date of this Warrant or as of the date of issuance with respect to securities hereafter issued (except for standard anti-dilution adjustments) and (ii) shares of Common Stock issued or sold pursuant to stock split purchase or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price option plans or other similar arrangements that are approved by the Per Share Warrant Price in effect immediately after such adjustment. Notice Company's Board of each adjustment and each such readjustment shall be forthwith mailed to the HolderDirectors.
b(e) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter cor respondingly 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 above provisions of this subsection 3(e) shall similarly apply to successive reorganizations, reclassifica tions, 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 Holder Holders of the Warrants not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(f) In case any event shall occur as part of a reorganization to which the Company is other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a party within the meaning majority of the Internal Revenue Code Warrant Shares subject to all outstanding Warrants may appoint a firm of 1986independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company.
(g) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as presently the case may be. Anything in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(h) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modifi cation of the rights of a Holder of Warrants in accordance with this Section 3, the Chief Financial Officer of the Company shall promptly prepare a certificate setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification and a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
d(i) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplusStock, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 fifteen (15) days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend or other distribution.
(j) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
Appears in 1 contract
Samples: Financial Advisory Services Agreement (Palatin Technologies Inc)
Protection Against Dilution. aThe Exercise Price and the number of shares which can be purchased by the Holder upon the exercise of this Warrant shall be subject to adjustment in the events and in the manner following:
(1) If, If and whenever the shares at any time outstanding shall be, subdivided into a greater or from time to time after the date consolidated into a lesser, number of this Warrantshares, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, decreased or further adjusted, to a price (to increased proportionately as the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to case may be; upon any such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split subdivision or stock dividendconsolidation, the number of Warrant Shares shares which can be purchased upon the exercise of this warrant certificate shall be adjusted by dividing increased or decreased proportionately as the Aggregate case may be.
(2) In case of any capital reorganization or of any reclassification of the capital of the Corporation or in case of the consolidation, merger or amalgamation of the Corporation with or into any other company, this Warrant Price by the Per Share Warrant Price in effect immediately shall after such adjustment. Notice capital reorganization, reclassification of each adjustment and each capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Corporation or of the Corporation resulting from such readjustment shall be forthwith mailed to capital reorganization, reclassification, consolidation, merger or amalgamation, as the Holder.
b) If the Company shall be consolidated with or merged into another corporationcase may be, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within Holder of the meaning shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of this Warrant would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder of this Warrant so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the Internal Revenue Code exercise of 1986this Warrant.
(3) The rights of the Holder evidenced hereby are to purchase shares prior to or on the date set out on the face of this Warrant. If there shall, as presently in effectprior to the exercise of any of the rights evidenced hereby, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its be any reorganization of the authorized capital structure (except a stock split covered of the Corporation by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such way of consolidation, merger, salesubdivision, reclassification amalgamation or reorganizationotherwise, or the payment of any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Corporation shall have the sole and adequate provisions exclusive power to the effect shall be made at the time thereof. Notice of make such consolidation, merger, sale, reclassification or reorganization, adjustments as it considers necessary and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such eventdesirable.
c(4) If The adjustments provided for herein in the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If subscription rights represented by this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockare cumulative.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Samples: Merger Agreement (Ireland Inc.)
Protection Against Dilution. a) If, at any time or from time to time after the date of this Unit Warrant, the Company shall issue or distribute (for no consideration) to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 4(b), thenand also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "Special Dividend"), the Per Share Unit Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing multiplying the Aggregate Per Unit Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the twenty consecutive trading days immediately prior to the record date of the daily 4:00 PM closing bid price of the Common Stock as reported by the Per Share Warrant Price NASDAQ system) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in effect such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 4(a) shall become effective immediately after the record date of any such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the HolderSpecial Dividend.
b) If In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Unit Warrant Price shall be consolidated with adjusted so that the Holder of any Unit Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or merged into another corporationother capital stock of the Company which he would have owned had he exercised the warrants immediately prior thereto. An adjustment made pursuant to this Subsection 4(b) shall become effective immediately after the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection 4(b), the Holder of any Unit Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be described in a written notice to the Holder of any Unit Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Unit Warrant Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock.
c) In case of any capital reorganization or reclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Unit Warrant Share shall be replaced for have the purposes hereof by right thereafter to receive upon exercise of such Unit Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Unit Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 4 with respect to the rights and interests thereafter of the Holder of this Unit Warrant to the end that the provisions set forth in this Section 4 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Unit Warrant. The above provisions of this Subsection 4(c) 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 conversion of this Unit 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 Holder Holders of the Unit Warrants not less than 15 20 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
d) No adjustment in the Per Unit Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; PROVIDED, HOWEVER, that any adjustments which by reason of this Subsection 4(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; PROVIDED FURTHER, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 4 (other than this Subsection 4(f)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Unit Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 4 shall be made to the nearest cent. Anything in this Section 4 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Holder and Per Unit Warrant Price, in addition to those required by this Section 4, as it in its discretion shall make no deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is purchase stock or securities convertible or exchangeable for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of stock hereafter made by the Company to its shareholders shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distributionbe taxable.
Appears in 1 contract
Samples: Warrant Agreement (Valcom Inc /Ca/)
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, In case the Company shall issue to the holders of the Common Shares any Common Shares by way of hereafter (i) pay a stock dividend or stock split make a distribution on its Common Stock in shares of Common Stock, (including, without limitation, ii) subdivide its outstanding shares of Common Stock into a reverse stock splitgreater number of shares or (iii) combine its outstanding shares of Common Stock into a smaller number of shares (each of (i) through (iii) an "Action"), then, and in each such case, then the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, adjusted to a price (be equal to the nearest cent) determined by dividing product of (i) an amount equal to a fraction, the numerator of which is the number of shares of Common Shares Stock outstanding immediately prior to such issuance Action and the denominator of which is the number of shares of Common Stock outstanding immediately following such Action, multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding Per Share Exercise Price immediately prior to such Action. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after issuance. Upon each adjustment the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) Whenever the Per Share Warrant Exercise Price resulting from a stock split or stock dividendis adjusted pursuant to subsection 3(a), the number of Warrant Shares issuable upon payment of the Aggregate Exercise Price shall be adjusted by dividing to be equal to the product of the number of Warrant Shares issuable upon payment of the Aggregate Warrant Exercise Price immediately prior to such adjustment multiplied by a fraction, the Per Share Warrant numerator of which shall be the Aggregate Exercise Price in effect payable immediately prior to such adjustment and the denominator which shall be the Aggregate Exercise Price payable immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b(c) If In the Company shall be consolidated with event of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification sale or reorganizationconveyance and in any such case, and of said provisions so proposed to be madeif necessary, appropriate adjustment shall be mailed made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder not less than 15 days prior of this Warrant to such event.
cthe end that the provisions set forth in this Section 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 above provisions of this Subsection 3(c) If 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 shall sell hereunder. A sale of all or substantially all of its assetsthe assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(d) No adjustment in the Per Share Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, other than as part however, that any adjustments which by reason of this Subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986share, as presently the case may be. Anything in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(e) Whenever the Per Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Chief Financial Officer, or equivalent officer, of the Company shall prepare a certificate setting forth the Per Share Exercise Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder.
(f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date other capital stock of the mailing of said notice. If this sale is for cash-4- 5 Company, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Exercise Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) Notwithstanding anything else contained herein to the contrary, the Per Share Exercise Price shall not be decreased to be equal to an amount less than the authorized par value of the Company shall declare any dividend or other distribution as in cash with respect to effect at the Common Shares, other than out time of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distributionexercise of this Warrant under Section 1 hereof.
Appears in 1 contract
Protection Against Dilution. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Option Price shall be adjusted so that the Optionee upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which it would have owned immediately following such action had such Option been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 4(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time or from time to time after the date of this WarrantOption, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock dividend subdivision, combination or stock split (includingreclassification, without limitation, a reverse stock split), thenor dividend, and in each also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Option Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by multiplying the Per Share Warrant Option Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the five consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such exchange, the average of the closing prices as reported by NASDAQ) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 4(b) shall become effective immediately after the record date of any such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the HolderSpecial Dividend.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Optionee shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Option the kind and amount of securities, as presently in effectcash or other property which the holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Option been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 4 with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth in this Section 4 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 Option. The above provisions of this Subsection 4(c) 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 Option 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 Holder holders of the Options not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assetsthe assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(d) No adjustment in the Per Share Option Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, other than as part however, that any adjustments which by reason of this Subsection 4(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest cent or to the nearest 1/l00th of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986share, as presently the case may be. Anything in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)this Section 4 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Holder and Per Share Option Price, in addition to those required by this Section 4, as it in its discretion shall make no deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to shareholders until purchase stock or securities convertible or exchangeable for stock hereafter made by the expiration of 15 days from the date of mailing so said notice and then only Company to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may its stockholders shall not be converted into 1/3 of a share of common stocktaxable.
d(e) If the Board of Directors of the Company shall (i) declare any dividend or other distribution in cash with respect to the Common SharesStock, other than out a cash dividend subject to the first parenthetical in Subsection 4(b), (ii) offer to the holders of surplusshares of Common Stock any additional shares of Common Stock, any securities convertible into or exercisable for shares of Common Stock or any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holder Optionee not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up.
(f) If, as a result of an adjustment made pursuant to this Section 4, the holder of any Option thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other distributioncapital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the holder of any Option promptly after such adjustment) shall determine the allocation of the adjusted Per Share Option Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) Upon each adjustment of the Per Share Option Price pursuant to the provisions of this Section 4, the number of shares of Common Stock issuable upon the exercise at the adjusted Per Share Option Price of the Option shall be adjusted to the nearest full amount by multiplying a number equal to the Per Share Option Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of the Option immediately prior to such adjustment and dividing the product so obtained by the adjusted Per Share Option Price.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after such issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each such adjustment and each such readjustment shall be forthwith mailed to the Holder.
(b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within the meaning on of the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on of one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the that effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event.
(c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so of said notice and then only to shareholders of record as of a date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
(d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue to the holders by reclassification of its Common Stock other securities of the Company, the kind and amount of Common Shares any Stock and other securities shall be adjusted so that the Holder of this Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Shares by way Stock or other securities of the Company which he would have owned immediately following such action had this Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date in the case of a stock dividend or stock split (includingdistribution and shall become effective immediately after the effective date in the case of a subdivision, without limitationcombination or reclassification. If, as a reverse stock splitresult of an adjustment made pursuant to this Subsection 3(a), then, the Holder of this Warrant thereafter surren-dered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and in each such caseother securities of the Company, the Board of Directors (whose determination shall be made in its reasonable judgment) shall determine the allocation of the adjusted Per Share Warrant Price on the date between or among shares of such classes or capital stock dividend or stock split shall be adjustedshares of Common Stock and other securities.
(b) In case of any capital reorganization or reclassification, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split any consolidation or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on the Internal Revenue Code of 1986, as presently in effectCompany is a continuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to convert this Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been converted immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. In the event of a statutory merger, 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 Holder of this Warrant not less than 15 20 days prior to such event.
(c) If Whenever the Company number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Per Share Warrant Price shall sell all or substantially all be adjusted by multiplying such Per Share Warrant Price immediately prior to such adjustment by a fraction, of its assets, other than as part of a reorganization to which the Company numerator shall be the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.
(d) Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant or the Per Share Warrant Price is a party within the meaning of the Internal Revenue Code of 1986adjusted, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)herein provided, the Company shall promptly mail notice thereof by first class mail, postage prepaid to the Holder notice of such adjustment setting forth a brief statement of the facts requiring such adjustment and shall make no the computation by which such adjustment was made.
(e) In the event that the Company issues securities, makes a distribution to shareholders until its stockholders or undertakes some other capital change or transaction that the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Company's Board of Directors of in its reasonable judgment determines is an issuance, distribution, change or transaction that warrants an adjustment similar to those provided in this Section 3 based upon the Company shall declare any dividend or other distribution in cash intent hereof but with respect to which the Common Sharesprovisions hereof are not specifically applicable, other than out of surplus, the Company shall mail notice thereof adjustments to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend number of shares or other securities purchasable and the price of shares or other securities comparable to those provided in this Section 3 shall be made as a result of such issuance, distribution, change or transaction.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidence of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(b), thenand also excluding cash dividends or cash distributions paid out of net profits legally available therefor in the full amount thereof, which together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than five percent (5%) of the Company's net worth) (any such casenon-excluded event being herein called a "Special Dividend"), the Per Share Warrant Price on shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current Market Price of the Common Stock less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then current Market Price of the Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such stock Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock split in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted, or further adjusted, adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(c) Except as provided in Subsections 3(a) and 3(d), in case the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of Common Shares outstanding immediately prior to Stock issuable upon exercise or conversion of such issuance multiplied by securities) less than either the then current Market Price of the Common Stock or the current Per Share Warrant Price in effect immediately prior to on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be (iix) the total sum of (A) the number of shares of Common Shares Stock outstanding immediately after issuance. Upon each on the date of such issuance or sale plus (B) the Total Consideration divided by either the current Market Price of the Common Stock or the current Per Share Warrant Price, whichever is greater, and the denominator of which shall be (y) the number of shares of Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities.
(d) No adjustment in the Per Share Warrant Price resulting from shall be required in the case of the issuance by the Company of (i) Common Stock pursuant to the exercise or conversion of any Warrant or any other options, warrants or any convertible securities currently outstanding or outstanding as a result of securities issued in connection with the Company?s current private placement offering pursuant to the Confidential Term Sheet dated May 20, 1997 (as hereafter supplemented and amended, the ?Term Sheet?) pursuant to a private placement of the Company?s securities (an ?Offering?); provided, that the exercise price or conversion price at which such options, warrants or convertible securities are exercised or converted, as the case may be, is equal to the exercise price or conversion price in effect as of the date of this Warrant or as of the date of issuance with respect to securities issued pursuant to an Offering (except for standard anti-dilution adjustments) and (ii) shares of Common Stock issued or sold pursuant to stock split purchase or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price option plans or other similar arrangements that are approved by the Per Share Warrant Price in effect immediately after such adjustment. Notice Company's Board of each adjustment and each such readjustment shall be forthwith mailed to the HolderDirectors.
b(e) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(e) 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 Holder Holders of the Warrants not less than 15 thirty (30) days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(f) In case any event shall occur as part of a reorganization to which the Company is other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a party within the meaning majority of the Internal Revenue Code Warrant Shares subject to all outstanding Warrants may appoint a firm of 1986independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as presently to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company.
(g) No adjustment in effectthe Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, or however, that any adjustments which by reason of this Subsection 3(g) are not required to be made shall distribute its assets be carried forward and taken into account in dissolution or liquidation any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(g)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(h) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Chief Financial Officer of the Company shall promptly prepare a certificate setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification and a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. In the event of a dispute with respect to any adjustment required pursuant to Section 3, the Holder may appoint, at the Company?s expense, an independent financial advisor (e.g. an investment banking or accounting firm)reasonably acceptable to the Company to calculate such adjustment. Such determination shall be binding upon the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockCompany.
d(i) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplusStock, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend or other distribution.
(j) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidence of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(b), thenand also excluding cash dividends or cash distributions paid out of net profits legally available therefor in the full amount thereof, which together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than five percent (5%) of the Company's net worth) (any such casenonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price on shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current Market Price of the Common Stock less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then current Market Price of the Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such stock Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock split in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted, or further adjusted, adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(c) Except as provided in Subsections 3(a) and 3(d), in case the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of Common Shares outstanding immediately prior to Stock issuable upon exercise or conversion of such issuance multiplied by securities) less than either the then current Market Price of the Common Stock or the current Per Share Warrant Price in effect immediately prior to on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be (iix) the total sum of (A) the number of shares of Common Shares Stock outstanding immediately after issuance. Upon each on the date of such issuance or sale plus (B) the Total Consideration divided by either the current Market Price of the Common Stock or the current Per Share Warrant Price, whichever is greater, and the denominator of which shall be (y) the number of shares of Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities.
(d) No adjustment in the Per Share Warrant Price resulting from shall be required in the case of the issuance by the Company of (i) Common Stock pursuant to the exercise or conversion of any Warrant or any other options, warrants or any convertible securities currently outstanding or outstanding as a result of securities issued in connection with the Company?s current private placement offering pursuant to the Confidential Term Sheet dated May 20, 1997 (as hereafter supplemented and amended, the ?Term Sheet?) pursuant to a private placement of the Company?s securities (an ?Offering?); provided, that the exercise price or conversion price at which such options, warrants or convertible securities are exercised or converted, as the case may be, is equal to the exercise price or conversion price in effect as of the date of this Warrant or as of the date of issuance with respect to securities issued pursuant to an Offering (except for standard anti-dilution adjustments) and (ii) shares of Common Stock issued or sold pursuant to stock split purchase or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price option plans or other similar arrangements that are approved by the Per Share Warrant Price in effect immediately after such adjustment. Notice Company's Board of each adjustment and each such readjustment shall be forthwith mailed to the HolderDirectors.
b(e) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(e) 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 Holder Holders of the Warrants not less than 15 thirty (30) days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(f) In case any event shall occur as part of a reorganization to which the Company is other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a party within the meaning majority of the Internal Revenue Code Warrant Shares subject to all outstanding Warrants may appoint a firm of 1986independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as presently to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company.
(g) No adjustment in effectthe Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, or however, that any adjustments which by reason of this Subsection 3(g) are not required to be made shall distribute its assets be carried forward and taken into account in dissolution or liquidation any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(g)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(h) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Chief Financial Officer of the Company shall promptly prepare a certificate setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification and a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. In the event of a dispute with respect to any adjustment required pursuant to Section 3, the Holder may appoint, at the Company?s expense, an independent financial advisor (e.g. an investment banking or accounting firm)reasonably acceptable to the Company to calculate such adjustment. Such determination shall be binding upon the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockCompany.
d(i) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplusStock, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend or other distribution.
(j) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
Appears in 1 contract
Protection Against Dilution. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Option Price shall be adjusted so that the Optionee upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which it would have owned immediately following such action had such Option been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 4(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time or from time to time after the date of this WarrantOption, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock dividend subdivision, combination or stock split (includingreclassification, without limitation, a reverse stock split), thenor dividend, and in each also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "SPECIAL Dividend"), the Per Share Warrant Option Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by multiplying the Per Share Warrant Option Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the five consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such exchange, the average of the closing prices as reported by NASDAQ) less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 4(b) shall become effective immediately after the record date of any such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the HolderSpecial Dividend.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Optionee shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Option the kind and amount of securities, as presently in effectcash or other property which the holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Option been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 4 with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth in this Section 4 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 Option. The above provisions of this Subsection 4(c) 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 Option 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 Holder holders of the Options not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assetsthe assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(d) No adjustment in the Per Share Option Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, other than as part however, that any adjustments which by reason of this Subsection 4(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest cent or to the nearest 1/100th of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986share, as presently the case may be. Anything in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)this Section 4 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Holder and Per Share Option Price, in addition to those required by this Section 4, as it in its discretion shall make no deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to shareholders until purchase stock or securities convertible or exchangeable for stock hereafter made by the expiration of 15 days from the date of mailing so said notice and then only Company to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may its stockholders shall not be converted into 1/3 of a share of common stocktaxable.
d(e) If the Board of Directors of the Company shall (i) declare any dividend or other distribution in cash with respect to the Common SharesStock, other than out a cash dividend subject to the first parenthetical in Subsection 4(b), (ii) offer to the holders of surplusshares of Common Stock any additional shares of Common Stock, any securities convertible into or exercisable for shares of Common Stock or any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holder Optionee not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up.
(f) If, as a result of an adjustment made pursuant to this Section 4, the holder of any Option thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other distributioncapital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the holder of any Option promptly after such adjustment) shall determine the allocation of the adjusted Per Share Option Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) Upon each adjustment of the Per Share Option Price pursuant to the provisions of this Section 4, the number of shares of Common Stock issuable upon the exercise at the adjusted Per Share Option Price of the Option shall be adjusted to the nearest full amount by multiplying a number equal to the Per Share Option Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of the Option immediately prior to such adjustment and dividing the product so obtained by the adjusted Per Share Option Price.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such non-excluded event being herein called a "Special Dividend"), the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Shares Stock (defined as the average for the thirty consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such exchange, the average of the closing prices as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") National Market System, or if not then listed on the NASDAQ National Market System, the average of the highest reported bid and lowest reported asked prices as reported by the NASDAQ, or if not then publicly traded, as the fair market price as determined by the Company's Board of Directors) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Shares Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by way reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a stock dividend or stock split distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(including, without limitation, a reverse stock splitc) Except as provided in Subsection 3(e), then, and in each such case, case the Company shall hereafter issue or sell any shares of Common Stock for a consideration per share less than the Per Share Warrant Price on the date of such stock dividend issuance or stock split sale, the Per Share Warrant Price shall be adjusted, adjusted as of the date of such issuance or further adjusted, to a sale so that the same shall equal the price (to the nearest cent) determined by dividing (i) an amount equal to the sum of (A) the number of shares of Common Shares Stock outstanding immediately prior to such issuance or sale multiplied by the Per Share Warrant Price in effect immediately prior to plus (B) the consideration received by the Company upon such issuance or sale by (ii) the total number of shares of Common Shares Stock outstanding immediately after issuance. Upon each such issuance or sale.
(d) Except as provided in Subsections 3(a) and 3(e), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into Common Stock entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of Common Stock issuable upon exercise or conversion of such securities) less than the then current Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the Total Consideration by (ii) the number of shares of Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of Common Stock issuable upon exercise or conversion of such securities.
(e) No adjustment in the Per Share Warrant Price resulting from a stock split or stock dividendshall be required in the case of (i) the issuance by the Company of options to purchase in the aggregate up to 100,000 shares of Common Stock pursuant to the Company's Incentive Stock Option Plan and Non-Qualified Stock Option Plan in effect on the date hereof and the issuance by the Company of up to an aggregate of 100,000 shares upon the exercise of such option, (ii) the issuance by the Company of Common Stock pursuant to the exercise of any Warrant, and (iii) the issuance by the Company of any shares of Common Stock pursuant to the exercise of the over-allotment option referred to in Section 4(b) of the Underwriting Agreement (the "Underwriting Agreement"), dated February 6, 1992, by and among the Company, Ladenburg, Xxxxxxxx & Co. Inc., the Selling Stockholders listed in Schedule B thereto (the "Selling Stockholders") and the other underwriters named in Schedule A thereto. The number of Warrant Shares shall be adjusted by dividing shares of Common Stock set forth in this Subsection 3(e) are subject to adjustment in accordance with any anti-dilution provisions existing on the Aggregate Warrant Price by date hereof under the Per Share Warrant Price in effect immediately after such adjustment. Notice terms of each adjustment and each such readjustment shall be forthwith mailed to the Holderinstruments governing their issuance.
b(f) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(f) 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 Holder Holders of the Warrants not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(g) In case any event shall occur as part of a reorganization to which the Company is other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a party within the meaning majority of the Internal Revenue Code Warrant Shares subject to all outstanding Warrants may appoint a firm of 1986independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as presently to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company.
(h) No adjustment in effectthe Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided however, or that any adjustments which by reason of this Subsection 3(h) are not required to be made shall distribute its assets be carried forward and taken into account in dissolution or liquidation any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(h)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(i) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
d(j) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend or other distribution.
(k) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
Appears in 1 contract
Samples: Warrant for the Purchase of Shares of Common Stock (Herley Industries Inc /New)
Protection Against Dilution. aThe Exercise Price and the number of shares which can be purchased by the Holder upon the exercise of this Warrant shall be subject to adjustment in the events and in the manner following:
(1) If, If and whenever the shares at any time outstanding shall be subdivided into a greater or from time to time after the date consolidated into a lesser number of this Warrantshares, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, decreased or further adjusted, to a price (to increased proportionately as the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to case may be; upon any such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split subdivision or stock dividendconsolidation, the number of Warrant Shares shares which can be purchased upon the exercise of this warrant certificate shall be adjusted by dividing increased or decreased proportionately as the Aggregate case may be.
(2) In case of any capital reorganization or of any reclassification of the capital of the Corporation or in case of the consolidation, merger or amalgamation of the Corporation with or into any other company, this Warrant Price by the Per Share Warrant Price in effect immediately shall after such adjustment. Notice capital reorganization, reclassification of each adjustment and each capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Corporation or of the Corporation resulting from such readjustment shall be forthwith mailed to capital reorganization, reclassification, consolidation, merger or amalgamation, as the Holder.
b) If the Company shall be consolidated with or merged into another corporationcase may be, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within Holder of the meaning shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of this Warrant would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder of this Warrant so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the Internal Revenue Code exercise of 1986this Warrant.
(3) The rights of the Holder evidenced hereby are to purchase shares prior to or on the date set out on the face of this Warrant. If there shall, as presently in effectprior to the exercise of any of the rights evidenced hereby, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its be any reorganization of the authorized capital structure (except a stock split covered of the Corporation by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such way of consolidation, merger, salesubdivision, reclassification amalgamation or reorganizationotherwise, or the payment of any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Corporation shall have the sole and adequate provisions exclusive power to the effect shall be made at the time thereof. Notice of make such consolidation, merger, sale, reclassification or reorganization, adjustments as it considers necessary and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such eventdesirable.
c(4) If The adjustments provided for herein in the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said noticesubscription rights represented by this Warrant are cumulative. If this sale is for cash, then each Cignus Ventures Inc. 3 Common Stock Purchase Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.Certificate No. «Warrant_Cert_No»
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidence of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(b), thenand also excluding cash dividends or cash distributions paid out of net profits legally available therefor in the full amount thereof, which together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenon-excluded event being herein called a "Special Dividend"), the Per Share Warrant Price on shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current Market Price of the Common Stock less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then current Market Price of the Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such stock Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock split in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted, or further adjusted, adjusted to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price and the denominator of which shall be the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(c) Except as provided in Subsections 3(a) and 3(d), in case the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of Common Shares outstanding immediately prior to Stock issuable upon exercise or conversion of such issuance multiplied by securities) less than the then either the current Market Price of the Common Stock or the current Per Share Warrant Price in effect immediately prior to on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be (iix) the total sum of (A) the number of shares of Common Shares Stock outstanding immediately after issuance. Upon each on the date of such issuance or sale plus (B) the Total Consideration divided by either the current Market Price of the Common Stock or the current Per Share Warrant Price, whichever is greater, and the denominator of which shall be (y) the number of shares of Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities.
(d) No adjustment in the Per Share Warrant Price resulting from shall be required in the case of the issuance by the Company of (i) Common Stock pursuant to the exercise or conversion of any Warrant or any other options, warrants or any convertible securities currently outstanding or outstanding as a result of securities issued pursuant to the PPM; provided, that the exercise price or conversion price at which such options, warrants or convertible securities are exercised or converted, as the case may be, is equal to the exercise price or conversion price in effect as of the date of this Warrant or as of the date of issuance with respect to securities issued pursuant to the PPM (except for standard anti-dilution adjustments set forth therein) and (ii) shares of Common Stock issued or sold pursuant to stock split purchase or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price option plans or other similar arrangements that are approved by the Per Share Warrant Price in effect immediately after such adjustment. Notice Company's Board of each adjustment and each such readjustment shall be forthwith mailed to the HolderDirectors.
b(e) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(e) 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 Holder Holders of the Warrants not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(f) In case any event shall occur as part of a reorganization to which the Company is other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a party within the meaning majority of the Internal Revenue Code Warrant Shares subject to all outstanding Warrants may appoint a firm of 1986independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as presently in effectto the adjustment, or shall distribute its assets in dissolution or liquidation (other than as part if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such a reorganization)opinion, the Company shall will promptly mail notice a copy thereof to the Holder of this Warrant and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.adjustments described
Appears in 1 contract
Samples: Warrant Agreement (Conversion Technologies International Inc)
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, In case the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing hereafter (i) an amount equal pay a dividend or make a distribution to the number any holder of its capital stock in shares of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by Stock, (ii) the total subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Shares outstanding immediately after issuance. Upon each adjustment in Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Per Share Warrant Price resulting from a stock split or stock dividendCompany, the number of Warrant Shares Exercise Price shall be adjusted by dividing to be equal to a fraction, the numerator of which shall be the Aggregate Warrant Price by and the Per Share denominator of which shall be the number of shares of Common Stock or other capital stock of the Company that the Holder would have owned immediately following such action had such Warrant Price in effect been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after such adjustment. Notice the record date in the case of each adjustment a dividend or distribution, and each such readjustment shall be forthwith mailed to become effective immediately after the Holdereffective date in the case of a subdivision, combination or reclassification.
(b) If the Company shall be consolidated with In case of (i) any merger or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization consolidation to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or (ii) any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or (iii) any statutory exchange of securities with, or tender offer by, another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), or (iv) reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 3(a) above), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reclassification, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification tender offer, sale or reorganization, and adequate provisions conveyance had this Warrant been exercised immediately prior to the effect shall be made at the time thereof. Notice effective date of such reclassification, consolidation, merger, salestatutory exchange, reclassification tender offer, sale or reorganizationconveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 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 Section 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 above provisions of this Section 3(b) shall similarly apply to successive reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reclassification, consolidation, merger, statutory exchange, tender offer, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days Holders of the Warrants as soon as reasonably practicable prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(c) All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986share, as presently the case may be. Anything in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(d) Whenever the Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such statement to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
d(e) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 10 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend or other distribution.
(f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Protection Against Dilution. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Option Price shall be adjusted so that the Optionee upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which it would have owned immediately following such action had such Option been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 4(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time or from time to time after the date of this WarrantOption, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock dividend subdivision, combination or stock split (includingreclassification, without limitation, a reverse stock split), thenor dividend, and in each also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Option Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by multiplying the Per Share Warrant Option Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the five consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such exchange, the average of the closing prices as reported by NASDAQ) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 4(b) shall become effective immediately after the record date of any such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the HolderSpecial Dividend.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Optionee shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Option the kind and amount of securities, as presently in effectcash or other property which the holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Option been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 4 with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth in this Section 4 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 Option. The above provisions of this Subsection 4(c) 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 Option 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 Holder holders of the Options not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
(d) No adjustment in the Per Share Option Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; PROVIDED, HOWEVER, that any adjustments which by reason of this Subsection 4(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; PROVIDED FURTHER, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 4 (other than this Subsection 4(d)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Optionee or Common Stock issuable upon exercise hereof. All calculations under this Section 4 shall be made to the nearest cent or to the nearest 1/l00th of a share, as the case may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Holder and Per Share Option Price, in addition to those required by this Section 4, as it in its discretion shall make no deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to shareholders until purchase stock or securities convertible or exchangeable for stock hereafter made by the expiration of 15 days from the date of mailing so said notice and then only Company to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may its stockholders shall not be converted into 1/3 of a share of common stocktaxable.
d(e) If the Board of Directors of the Company shall (i) declare any dividend or other distribution in cash with respect to the Common SharesStock, other than out a cash dividend subject to the first parenthetical in Subsection 4(b), (ii) offer to the holders of surplusshares of Common Stock any additional shares of Common Stock, any securities convertible into or exercisable for shares of Common Stock or any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holder Optionee not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up.
(f) If, as a result of an adjustment made pursuant to this Section 4, the holder of any Option thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other distributioncapital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the holder of any Option promptly after such adjustment) shall determine the allocation of the adjusted Per Share Option Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) Upon each adjustment of the Per Share Option Price pursuant to the provisions of this Section 4, the number of shares of Common Stock issuable upon the exercise at the adjusted Per Share Option Price of the Option shall be adjusted to the nearest full amount by multiplying a number equal to the Per Share Option Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of the Option immediately prior to such adjustment and dividing the product so obtained by the adjusted Per Share Option Price.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall (i) issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split dividend; (including, without limitationii) subdivide its outstanding Common Shares into a greater number of shares; (iii) combine its outstanding number of Common Shares into a smaller number (i.e., a reverse stock split), ; or (iv) issue by reclassification of its Common Shares any shares of capital stock of the Company then, and in each such case, the Per Share Warrant Price on in effect immediately prior to the date of such stock dividend or stock split action shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (ix) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (iiy) the total number of Common Shares outstanding immediately after such issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each such adjustment and each such readjustment shall be forthwith mailed to the Holder.
(b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in as part of a reorganization to which the Company is a party within the meaning on of the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable distributed in respect on of one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the that effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event.
(c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
(d) If, during the term of this Warrant, the Company shall issue or sell its Common Shares for a consideration per share less than the Per Share Warrant Price immediately prior to the time of such issue or sale, then forthwith upon such issue or sale, the Per Share Warrant Price in effect immediately prior to such issue or sale shall be reduced to the lower of the prices (calculated to the nearest cent) determined as follows:
(1) by dividing (A) an amount equal to the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then-existing Per Share Warrant Price, and (ii) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of Common Shares outstanding immediately after such issue or sale; and
(2) by multiplying the Per Share Warrant Price in effect immediately prior to the time of such issue or sale by a fraction, the numerator of which shall be (A) the sum of (i) the number of Common Shares outstanding immediately prior to such issue or sale multiplied by the market price immediately prior to such issue or sale; and (ii) the consideration received by the Company upon such sale, divided by (B) the total number of Common Shares outstanding immediately after such issue or sale, and the denominator of which shall be the market price immediately prior to such issue or sale.
Appears in 1 contract
Protection Against Dilution. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Option Price shall be adjusted so that the Optionee upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which it would have owned immediately following such action had such Option been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 4(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time or from time to time after the date of this WarrantOption, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock dividend subdivision, combination or stock split (includingreclassification, without limitation, a reverse stock split), thenor dividend, and in each also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "SPECIAL DIVIDEND"), the Per Share Warrant Option Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by multiplying the Per Share Warrant Option Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the five consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such exchange, the average of the closing prices as reported by NASDAQ) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 4(b) shall become effective immediately after the record date of any such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the HolderSpecial Dividend.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Optionee shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Option the kind and amount of securities, as presently in effectcash or other property which the holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Option been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 4 with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth in this Section 4 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 Option. The above provisions of this Subsection 4(c) 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 Option 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 Holder holders of the Options not less than 15 30 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
(d) No adjustment in the Per Share Option Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; PROVIDED, HOWEVER, that any adjustments which by reason of this Subsection 4(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; PROVIDED FURTHER, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 4 (other than this Subsection 4(d)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Optionee or Common Stock issuable upon exercise hereof. All calculations under this Section 4 shall be made to the nearest cent or to the nearest 1/l00th of a share, as the case may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Holder and Per Share Option Price, in addition to those required by this Section 4, as it in its discretion shall make no deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to shareholders until purchase stock or securities convertible or exchangeable for stock hereafter made by the expiration of 15 days from the date of mailing so said notice and then only Company to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may its stockholders shall not be converted into 1/3 of a share of common stocktaxable.
d(e) If the Board of Directors of the Company shall (i) declare any dividend or other distribution in cash with respect to the Common SharesStock, other than out a cash dividend subject to the first parenthetical in Subsection 4(b), (ii) offer to the holders of surplusshares of Common Stock any additional shares of Common Stock, any securities convertible into or exercisable for shares of Common Stock or any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holder Optionee not less than 15 days prior to the record date fixed for determining shareholders stockholders entitled to participate in such dividend dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up.
(f) If, as a result of an adjustment made pursuant to this Section 4, the holder of any Option thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other distributioncapital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the holder of any Option promptly after such adjustment) shall determine the allocation of the adjusted Per Share Option Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) Upon each adjustment of the Per Share Option Price pursuant to the provisions of this Section 4, the number of shares of Common Stock issuable upon the exercise of the Option at the adjusted Per Share Option Price shall be adjusted to the nearest full amount by multiplying a number equal to the Per Share Option Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of the Option immediately prior to such adjustment and dividing the product so obtained by the adjusted Per Share Option Price.
Appears in 1 contract
Protection Against Dilution. a(i) If, In the event ROA shall at any time change, by subdivision or from time to time after the date of this Warrantcombination in any manner, the Company shall issue to the holders of the Common Shares any Common Shares or by way of making a stock dividend or stock split (includingdividend, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of outstanding shares of ROA Common Shares Stock into a different number of shares, with or without par value:
(A) The number of shares of ROA Common Stock which immediately prior to the record date for such change the Employee is entitled to purchase pursuant to the options shall be increased or decreased in a direct proportion to the increase or decrease, respectively, in the number of shares of ROA Common Stock outstanding immediately prior to such issuance multiplied by the record date, and
(B) The Per Share Warrant Option Price in effect immediately prior to such issuance by record date shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such record date.
(ii) In the total number event of Common Shares outstanding immediately after issuance. Upon each adjustment any distribution by ROA in respect of its common stock of cash, property or securities, any capital reorganization, any reclassification of the Per Share Warrant Price resulting from common stock of ROA (other than a stock split cash dividend as part of a normal dividend program or a change in par value or as a result of a stock dividend, subdivision, split-up or combination of shares), or the number consolidation or merger of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated ROA with or merged into another corporationperson, or shall sell of the sale or other disposition of all or substantially all of its assets in part the properties of a reorganization the Corporation as an entirety to any other person, the Employee shall thereafter be entitled to purchase the kind and number of shares of stock or cash, other securities or property of ROA, or of the corporation resulting from such consolidation or surviving such merger or to which the Company is a party within the meaning on the Internal Revenue Code of 1986such properties and assets shall have been sold or otherwise disposed, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share receivable upon such distribution, reorganization, reclassification, consolidation, merger, sale, reclassification transfer or other disposition, by a holder of the number of shares of ROA Common Stock which the options entitle the Employee to purchase immediately prior to the record date for such distribution, reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, sale, reclassification transfer or reorganization, other disposition; and of said provisions so proposed to be made, in any such case appropriate adjustments shall be mailed to made in the Holder not less than 15 days prior to such event.
c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning application of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash provisions herein set forth with respect to the Common Shares, other than out rights and interests thereafter of surplus, the Company shall mail notice thereof Employee to the Holder not less than 15 days prior end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to the record date fixed for determining shareholders entitled to participate in such dividend any shares or other distributionproperty thereafter purchasable upon the exercise of an option. The provisions of this Section 12(d) shall similarly apply to successive distributions, reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.
(iii) The anti-dilution provisions of this Section shall not apply to (i) the issuance of additional ROA Common Stock, warrants or options by ROA for business purposes. For example, ROA may issue additional ROA Common Stock, warrants or options in order to raise equity so long as the Employee and all other existing shareholders, warrantholders and option holders are diluted in the same proportion.
Appears in 1 contract
Samples: Employment Agreement (Radio One Inc)
Protection Against Dilution. a) IfIf , at any time or from time to time after the date of this Warrant, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within the meaning on the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such event.
c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share the outstanding warrants may be converted into common stock for 1/3 of a share of common stockshare.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Protection Against Dilution. (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which it would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitadjustment for which would be made pursuant to Subsection 3(a), then, and in each also excluding cash dividends or cash distributions paid out of net profits legally available therefor and accrued after the date hereof if the full amount thereof is equivalent to not more than an amount equal to 10% of the Company's net worth) (any such casenonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined adjusted by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by multiplying the Per Share Warrant Price then in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividendfraction, the number numerator of Warrant Shares which shall be adjusted by dividing the Aggregate Warrant Price by then current market price of the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to Common Stock (defined as the Holder.
b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within the meaning on the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced average for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such consolidation, merger, sale, reclassification or reorganization, and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 thirty consecutive business days prior to such event.
c) If the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days immediately prior to the record date fixed for determining shareholders entitled to participate of the daily closing price of the Common Stock as reported by the national securities exchange upon which the Common Stock is then listed or if not listed on any such exchange, the average of the closing prices as reported by Nasdaq National Market, or if not then listed on the Nasdaq National Market, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or if not then publicly traded, the fair market price as determined by the Company's Board of Directors) less the fair market value (as determined in good faith by the Company's Board of Directors) of the evidences of indebtedness, cash, securities or property, or other assets issued or distributed in such dividend or other distributionSpecial Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date of any such Special Dividend.
Appears in 1 contract
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, In case the Company shall issue to the holders of the Common Shares any Common Shares by way of hereafter (i) pay a stock dividend or stock split make a distribution on its Common Stock in shares of Common Stock, (including, without limitation, ii) subdivide its outstanding shares of Common Stock into a reverse stock splitgreater number of shares or (iii) combine its outstanding shares of Common Stock into a smaller number of shares (each of (i) through (iii) an "Action"), then, and in each such case, then the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, adjusted to a price (be equal to the nearest cent) determined by dividing product of (i) an amount equal to a fraction, the numerator of which is the number of shares of Common Shares Stock outstanding immediately prior to such issuance Action and the denominator of which is the number of shares of Common Stock outstanding immediately following such Action, multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding Per Share Exercise Price immediately prior to such Action. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after issuance. Upon each adjustment the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) Whenever the Per Share Warrant Exercise Price resulting from a stock split or stock dividendis adjusted pursuant to subsection 3(a), the number of Warrant Shares issuable upon payment of the Aggregate Exercise Price shall be adjusted by dividing to be equal to the product of the number of Warrant Shares issuable upon payment of the Aggregate Warrant Exercise Price immediately prior to such adjustment multiplied by a fraction, the Per Share Warrant numerator of which shall be the Aggregate Exercise Price in effect payable immediately prior to such adjustment and the denominator which shall be the Aggregate Exercise Price payable immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b(c) If In the Company shall be consolidated with event of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently in effectcash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, or shall issue a security convertible into its Common Shares as a dividend on its Common Sharesreclassification, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification sale or reorganizationconveyance and in any such case, and of said provisions so proposed to be madeif necessary, appropriate adjustment shall be mailed made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder not less than 15 days prior of this Warrant to such event.
cthe end that the provisions set forth in this Section 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 above provisions of this Subsection 3(b) If 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 shall sell hereunder. A sale of all or substantially all of its assetsthe assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.
(d) No adjustment in the Per Share Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, other than as part however, that any adjustments which by reason of this Subsection 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986share, as presently the case may be. Anything in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(e) Whenever the Per Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Chief Financial Officer, or equivalent officer, of the Company shall prepare a certificate setting forth the Per Share Exercise Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder.
(f) If, as a result of an adjustment made pursuant to this Section 3, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date other capital stock of the mailing of said notice. If this sale is for cash-3- 4 Company, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company (whose determination shall declare any dividend or other distribution be conclusive and shall be described in cash with respect to the Common Shares, other than out of surplus, the Company shall mail a written notice thereof to the Holder not less than 15 days prior to of any Warrant promptly after such adjustment) shall determine the record date fixed for determining shareholders entitled to participate in allocation of the adjusted Per Share Exercise Price between or among shares or such dividend classes of capital stock or shares of Common Stock and other distributioncapital stock.
Appears in 1 contract
Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute (for no consideration) to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(b), thenand also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined adjusted by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the thirty consecutive business days immediately prior to the record date of the daily 4:00 PM closing bid price of the Common Stock as reported by the NASDAQ system) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such issuance by Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) the total subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Shares outstanding immediately after issuance. Upon each adjustment in Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price resulting from a stock split or stock dividend, shall be adjusted so that the Holder of any Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned had he exercised the warrants immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection 3(b), the Holder of any Warrant Shares thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after between or among shares of such adjustment. Notice classes or capital stock or shares of each adjustment Common Stock and each such readjustment shall be forthwith mailed to the Holderother capital stock.
bc) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to receive upon exercise of such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(c) 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 conversion 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 Holder Holders of the Warrants not less than 15 20 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; PROVIDED, HOWEVER, that any adjustments which by reason of this Subsection 3(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; PROVIDED FURTHER, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 3 (other than this Subsection 3(f)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.
e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of VACM Warrants Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
df) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common SharesStock, other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 20 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Samples: Warrant Agreement (Valcom Inc /Ca/)
Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, the Company shall shall, for no consideration, issue or distribute to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Common Shares Company or any Common Shares by way of cash, property or other assets (excluding a stock subdivision, combination or reclassification, or dividend or stock split (includingdistribution payable in shares of Common Stock, without limitation, a reverse stock splitreferred to in Subsection 3(b), then(excluding cash dividends or cash distributions paid out of net profits legally available therefore if the full amount thereof, together with the value of other dividends and in each distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such casenonexcluded event being herein called a "Special Dividend", the Per Share Warrant Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined adjusted by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the thirty consecutive business days, immediately prior to the record date for the applicable Special Dividend of the daily 4:00 PM closing bid price of the Common Stock as reported by the NASDAQ or OTCBB system) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such issuance by Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) the total subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Shares outstanding immediately after issuance. Upon each adjustment in Stock into a smaller number of shares or (iv) issue by reclassification, reorganization, recapitalization or similar transaction of the Company of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price resulting from a stock split or stock dividend, shall be adjusted so that the Holder of any Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned had he exercised the Warrants immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection 3(b), the Holder of any Warrant Shares thereafter surrendered for exercise shall become entitled to receive shares of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after between or among shares of such adjustment. Notice classes or capital stock or shares of each adjustment Common Stock and each such readjustment shall be forthwith mailed to the Holderother capital stock.
b(c) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to receive upon exercise of such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(c) 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 conversion 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 Holder Holders of the Warrants not less than 15 20 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
(d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 3 (other than this Subsection 3(d)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.
(e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
d(f) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common SharesStock, other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 20 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
(g) The Board of Directors may, at its discretion from time to time, reduce the Per Share Warrant Price or extend the outside date prior to which this Warrant may be exercisable.
Appears in 1 contract
Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute (for no consideration) to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such nonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Shares Stock (defined as the average for the thirty consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the NASDAQ system less the fair market value (as determined by the Company's Board or Directors) of the evidences or indebtedness, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Shares Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number or shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by way reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder of any Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a stock dividend or stock split (includingdistribution and shall become effective immediately after the effective date in the case of a subdivision, without limitationcombination or reclassification. If, as a reverse stock splitresult of an adjustment made pursuant to this Subsection 3(b), thenthe Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in each a written notice to the Holder of any Warrant promptly after such caseadjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock.
c) Except as provided in Subsection 3(e), in case the Company shall hereafter issue or sell any shares of Common Stock for a consideration per share less than the Per Share Warrant Price on the date of such stock dividend issuance or stock split sale, the Per Share Warrant Price shall be adjustedadjusted as of the date of such issuance or sale so that the same shall equal the consideration per share received by the Company upon such issuance or sale; provided, however, that no adjustment of the Per Share Warrant Price shall be required in connection with the issuance of shares upon the exercise of presently outstanding warrants or further adjustedoptions.
d) Except as provided in Subsection 3(a) and 3(c), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into Common Stock entitling the holders thereof to purchase Common Stock or to convert such securities into Common Stock at a price per share (to the nearest cent) determined by dividing (i) an amount equal the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of Common Shares outstanding immediately prior to additional shares of common stock issuable upon exercise or conversion of such securities) less than the then current Per Share Warrant Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (a) the number of shares of Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price in effect immediately prior to such issuance plus (b) the Total Consideration by (ii) the total number of shares of Common Shares Stock outstanding immediately after issuance. Upon each adjustment in on the Per Share Warrant Price resulting from a stock split date of such issuance or stock dividend, sale plus (iii) the maximum number or additional shares of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after Common Stock issuable upon exercise or conversion of such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holdersecurities.
be) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to convert such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been converted immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(e) 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 conversion 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 Holder Holders of the Warrants not less than 15 10 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.for
Appears in 1 contract
Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, the Company shall issue or distribute (for no consideration) to the holders of shares of Common Stock evidences of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such nonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Shares Stock (defined as the average for the thirty consecutive business days immediately prior to the record date of the daily closing price of the Common Stock as reported by the NASDAQ system) less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend.
b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Shares Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by way reclassification of its Common Stock any shares of capital stock of the Company, the Per Share Warrant Price shall be adjusted so that the Holder of any Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which he would have owned immediately prior thereto. An adjustment made pursuant to this Subsection 3(b) shall become effective immediately after the record date in the case of a stock dividend or stock split (includingdistribution and shall become effective immediately after the effective date in the case of a subdivision, without limitationcombination or reclassification. If, as a reverse stock splitresult of an adjustment made pursuant to this Subsection 3(b), thenthe Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in each a written notice to the Holder of any Warrant promptly after such caseadjustment) shall determine the allocation of the adjusted Per Share Warrant Price between or among shares of such classes or capital stock or shares of Common Stock and other capital stock.
c) Except as provided in Subsection 3(e), in case the Company shall hereafter issue or sell any shares of Common Stock for a consideration per share less than the Per Share Warrant Price on the date of such stock dividend issuance or stock split shall be adjustedsale, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to shall be adjusted as of the date of such issuance or sale so that the same shall equal the consideration per share received by (ii) the total number Company upon such issuance or sale; provided, however, that no adjustment of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split or stock dividend, the number of Warrant Shares shall be adjusted by dividing required in connection with the Aggregate Warrant Price by issuance of shares upon the Per Share Warrant Price exercise of: (i) the conversion rights under the Convertible Notes in effect immediately after such adjustment. Notice of each adjustment an aggregate principal amount not to exceed $2,000,000 issued to HCF, Xxxx X. Xxxx and each such readjustment shall be forthwith mailed certain other purchasers pursuant to a term sheet dated August 29, 1997 ("Term Sheet"); (ii) any warrants issued to HCF or its designees or assigns pursuant to the HolderTerm Sheet; and (iii) any other presently outstanding warrants or options.
bd) If the Company shall be consolidated with In case of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on Company is the Internal Revenue Code of 1986, as presently in effectcontinuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to convert such Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been converted immediately prior to the effective date of such reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(e) 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 conversion 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 Holder Holders of the Warrants not less than 15 10 days prior to such event.
c) If the Company shall sell . A sale of all or substantially all of its assets, other than as part the assets of a reorganization to which the Company is for a party within consideration consisting primarily of securities shall be deemed a consolidation or merger for the meaning foregoing purposes.
e) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.10 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the Internal Revenue Code provisions of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation this Section 3 (other than this Subsection 3(f)) not later than such time as part may be required in order to preserve the tax-free nature of such a reorganization)distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent. Anything in this Section 3 to the contrary notwithstanding, the Company shall mail notice thereof be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.
f) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, certificate of the Company's Chief Financial Officer setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date Holders of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockWarrants.
dg) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common SharesStock, other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder Holders of the Warrants not less than 15 10 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Smart Choice Automotive Group Inc)
Protection Against Dilution. aThe Exercise Price and the number of shares which can be purchased by the Holder upon the exercise of this Warrant shall be subject to adjustment in the events and in the manner following:
(1) If, If and whenever the shares at any time outstanding shall be, subdivided into a greater or from time to time after the date consolidated into a lesser, number of this Warrantshares, the Company shall issue to the holders of the Common Shares any Common Shares by way of a stock dividend or stock split (including, without limitation, a reverse stock split), then, and in each such case, the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, decreased or further adjusted, to a price (to increased proportionately as the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to case may be; upon any such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split subdivision or stock dividendconsolidation, the number of Warrant Shares shares which can be purchased upon the exercise of this warrant certificate shall be adjusted by dividing increased or decreased proportionately as the Aggregate case may be.
(2) In case of any capital reorganization or of any reclassification of the capital of the Corporation or in case of the consolidation, merger or amalgamation of the Corporation with or into any other company, this Warrant Price by the Per Share Warrant Price in effect immediately shall after such adjustmentcapital reorganization, reclassification of capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Corporation or of the Corporation resulting from such capital reorganization, CELL MEDX CORP. Notice of each adjustment and each such readjustment shall be forthwith mailed to Common Stock Purchase Warrant Certificate <Warrant Number> reclassification, consolidation, merger or amalgamation, as the Holder.
b) If the Company shall be consolidated with or merged into another corporationcase may be, or shall sell all or substantially all of its assets in part of a reorganization to which the Company is a party within Holder of the meaning shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of this Warrant would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder of this Warrant so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the Internal Revenue Code exercise of 1986this Warrant.
(3) The rights of the Holder evidenced hereby are to purchase shares prior to or on the date set out on the face of this Warrant. If there shall, as presently in effectprior to the exercise of any of the rights evidenced hereby, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its be any reorganization of the authorized capital structure (except a stock split covered of the Corporation by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such way of consolidation, merger, salesubdivision, reclassification amalgamation or reorganizationotherwise, or the payment of any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Corporation shall have the sole and adequate provisions exclusive power to the effect shall be made at the time thereof. Notice of make such consolidation, merger, sale, reclassification or reorganization, adjustments as it considers necessary and of said provisions so proposed to be made, shall be mailed to the Holder not less than 15 days prior to such eventdesirable.
c(4) If The adjustments provided for herein in the Company shall sell all or substantially all of its assets, other than as part of a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If subscription rights represented by this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stockare cumulative.
d) If the Board of Directors of the Company shall declare any dividend or other distribution in cash with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution.
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Protection Against Dilution. (a) If, at any time or from time to time after the date of this Warrant, In case the Company shall issue to the holders of the Common Shares any Common Shares by way of hereafter (i) pay a stock dividend or stock split make a distribution on its Common Stock in shares of Common Stock, (including, without limitation, ii) subdivide its outstanding shares of Common Stock into a reverse stock splitgreater number of shares or (iii) combine its outstanding shares of Common Stock into a smaller number of shares (each of (i) through (iii) an "Action"), then, and in each such case, then the Per Share Warrant Exercise Price on the date of such stock dividend or stock split shall be adjusted, or further adjusted, adjusted to a price (be equal to the nearest cent) determined by dividing product of (i) an amount equal to a fraction, the numerator of which is the number of shares of Common Shares Stock outstanding immediately prior to such issuance Action and the denominator of which is the number of shares of Common Stock outstanding immediately following such Action, multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding Per Share Exercise Price immediately prior to such Action. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after issuance. Upon each adjustment the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.
(b) Whenever the Per Share Warrant Exercise Price resulting from a stock split or stock dividendis adjusted pursuant to subsection 3(a), the number of Warrant Shares issuable upon payment of the Aggregate Exercise Price shall be adjusted by dividing to be equal to the product of the number of Warrant Shares issuable upon payment of the Aggregate Warrant Exercise Price immediately prior to such adjustment multiplied by a fraction, the Per Share Warrant numerator of which shall be the Aggregate Exercise Price in effect payable immediately prior to such adjustment and the denominator which shall be the Aggregate Exercise Price payable immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b(c) If In the Company shall be consolidated with event of any capital reorganization or merged into another corporationreclassification, or shall sell all any consolidation or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the 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), the Holder of this Warrant shall have the right thereafter to receive on the Internal Revenue Code exercise of 1986this Warrant the kind and amount of securities, as presently cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation,
(d) No adjustment in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant the Per Share Exercise Price shall be replaced for the purposes hereof required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by the securities or properties issuable or distributable reason of this Subsection 3(d) are not required to be made shall be carried forward and taken into account in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions to the effect any subsequent adjustment. All calculations under this Section 3 shall be made at to the time thereofnearest cent or to the nearest 1/100th of a share, as the case may be. Notice Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.
(e) Whenever the Per Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Chief Financial Officer, or equivalent officer, of the Company shall prepare a certificate setting forth the Per Share Exercise Price and the number of Warrant Shares after such adjustment or the effect of such consolidationmodification, merger, sale, reclassification a brief statement of the facts requiring such adjustment or reorganization, modification and the manner of said provisions so proposed computing the same and cause copies of such certificate to be made, shall be mailed to the Holder not less than 15 days prior to such eventHolder.
c(f) If If, as a result of an adjustment made pursuant to this Section 3, the Company Holder of any Warrant thereafter surrendered for exercise shall sell all become entitled to receive shares of two or substantially all more classes of its assets, capital stock or shares of Common Stock and other than as part of a reorganization to which the Company is a party within the meaning capital stock of the Internal Revenue Code of 1986Company, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization), the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Exercise Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock.
(g) Notwithstanding anything else contained herein to the contrary, the Per Share Exercise Price shall not be decreased to be equal to an amount less than the authorized par value of the Company shall declare any dividend or other distribution as in cash with respect to effect at the Common Shares, other than out time of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distributionexercise of this Warrant under Section 1 hereof.
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Protection Against Dilution. a) If, at any time or from time to time after the date of this Warrant, 1. In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue to the holders by reclassification of its Common Stock other securities of the Company, the kind and amount of Common Shares any Stock and other securities shall be adjusted so that the Holder of this Warrant upon the exercise hereof shall be entitled to receive the number of shares of Common Shares by way Stock or other securities of the Company which he would have owned immediately following such action had this Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date in the case of a stock dividend or stock split (includingdistribution and shall become effective immediately after the effective date in the case of a subdivision, without limitationcombination or reclassification. If, as a reverse stock splitresult of an adjustment made pursuant to this Subsection 3(a), then, the Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and in each such caseother securities of the Company, the Board of Directors (whose determination shall be made in its reasonable judgment) shall determine the allocation of the adjusted Per Share Warrant Price on the date between or among shares of such classes or capital stock dividend or stock split shall be adjustedshares of Common Stock and other securities.
2. In case of any capital reorganization or reclassification, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance by (ii) the total number of Common Shares outstanding immediately after issuance. Upon each adjustment in the Per Share Warrant Price resulting from a stock split any consolidation or stock dividend, the number of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed to the Holder.
b) If the Company shall be consolidated with or merged into another corporation, or shall sell all or substantially all of its assets in part of a reorganization merger to which the Company is a party within other than a merger or consolidation in which the meaning on the Internal Revenue Code of 1986, as presently in effectCompany is a continuing corporation, or shall issue a security convertible into its Common Shares in case of any sale or conveyance to another entity of the property of the Company as a dividend on its Common Sharesan entirety or substantially as an entirety, or shall reclassify or reorganize its capital structure in the case of any statutory exchange of securities with another corporation (except including any exchange effected in connection with a stock split covered by Subsection 3(a) hereofmerger of a third corporation into the Company), each the Holder of this Warrant Share shall be replaced for have the purposes hereof by right thereafter to convert this Warrant into the securities kind and amount of securities, cash or properties issuable other property which he would have owned or distributable in respect on one Common Share upon have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, salestatutory exchange, reclassification sale or conveyance had this Warrant been converted immediately prior to the effective date of such 3 reorganization, and adequate provisions to the effect shall be made at the time thereof. Notice of such reclassification, consolidation, merger, salestatutory exchange, reclassification 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 Section 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 Section 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 above provisions of this Subsection 3(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. In the event of a statutory merger, 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 Holder of this Warrant not less than 15 20 days prior to such event.
c) If 3. Whenever the Company number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Per Share Warrant Price shall sell all or substantially all be adjusted by multiplying such Per Share Warrant Price immediately prior to such adjustment by a fraction, of its assets, other than as part of a reorganization to which the Company numerator shall be the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.
4. Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant or the Per Share Warrant Price is a party within the meaning of the Internal Revenue Code of 1986adjusted, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)herein provided, the Company shall promptly mail notice thereof by first class mail, postage prepaid to the Holder notice of such adjustment setting forth a brief statement of the facts requiring such adjustment and shall make no the computation by which such adjustment was made.
5. In the event that the Company issues securities, makes a distribution to shareholders until its stockholders or undertakes some other capital change or transaction that the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cash, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Company's Board of Directors of in its reasonable judgment determines is an issuance, distribution, change or transaction that warrants an adjustment similar to those provided in this Section 3 based upon the Company shall declare any dividend or other distribution in cash intent hereof but with respect to which the Common Sharesprovisions hereof are not specifically applicable, other than out of surplus, the Company shall mail notice thereof adjustments to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate in such dividend number of shares or other securities purchasable and the price of shares or other securities comparable to those provided in this Section 3 shall be made as a result of such issuance, distribution, change or transaction.
Appears in 1 contract
Protection Against Dilution. Subject and pursuant to the provisions of this Section 3, the Warrant Price and the Warrant Calculation Number shall be subject to adjustment from time to time as set forth hereinafter.
(a) IfIf the Company shall, at any time or from time to time after while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the Warrant Calculation Number and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of this shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, the Company shall issue such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the holders number of Warrant Shares immediately theretofore issuable upon exercise of the Common Shares Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any Common Shares by way such case appropriate provision shall be made with respect to the rights and interests of a stock dividend or stock split each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.
(c) In case the Company shall fix a reverse stock splitpayment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 8(a)), then, and in each such caseor subscription rights or warrants, the Per Share Warrant Price on the to be in effect after such payment date of such stock dividend or stock split shall be adjusted, or further adjusted, to a price (to the nearest cent) determined by dividing (i) an amount equal to multiplying the number of Common Shares outstanding immediately prior to such issuance multiplied by the Per Share Warrant Price in effect immediately prior to such issuance payment date by (ii) a fraction, the numerator of which shall be the total number of shares of Common Shares Stock outstanding multiplied by the Market Price (as defined below) per share of Common Stock immediately after issuanceprior to such payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. Upon each adjustment in “Market Price” as of a particular date (the Per Share Warrant Price resulting from “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock split or stock dividendexchange, the number closing sale price of Warrant Shares shall be adjusted by dividing one share of Common Stock on such exchange on the Aggregate Warrant Price by the Per Share Warrant Price in effect immediately after such adjustment. Notice of each adjustment and each such readjustment shall be forthwith mailed last trading day prior to the Holder.
Valuation Date; (b) If if the Company shall be consolidated with Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or merged into another corporationsuch similar exchange or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or shall sell all such other exchange or substantially all of its assets in part of a reorganization to which the Company is a party within the meaning association on the Internal Revenue Code of 1986, as presently in effect, or shall issue a security convertible into its Common Shares as a dividend on its Common Shares, or shall reclassify or reorganize its capital structure (except a stock split covered by Subsection 3(a) hereof), each Warrant Share shall be replaced for the purposes hereof by the securities or properties issuable or distributable in respect on one Common Share upon such consolidation, merger, sale, reclassification or reorganization, and adequate provisions last trading day prior to the effect shall be made at Valuation Date or, if no such closing sale price is available, the time thereof. Notice average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such consolidationother exchange or association, merger, sale, reclassification or reorganization, and the fair market value of said provisions so proposed to be madeone share of Common Stock as of the Valuation Date, shall be mailed to determined in good faith by the Holder not less than 15 days prior to such event.
c) Board of Directors of the Company and the Warrantholder. If the Company shall sell all or substantially all of its assets, other than as part of Common Stock is not then listed on a reorganization to which the Company is a party within the meaning of the Internal Revenue Code of 1986, as presently in effect, or shall distribute its assets in dissolution or liquidation (other than as part of such a reorganization)national securities exchange, the Company shall mail notice thereof to the Holder and shall make no distribution to shareholders until the expiration of 15 days from the date of mailing so said notice and then only to shareholders of record as of date at least 15 days after the date of the mailing of said notice. If this sale is for cashBulletin Board or such other exchange or association, then each Warrant Share may be converted into 1/3 of a share of common stock.
d) If the Board of Directors of the Company shall declare any respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed.
(d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other distribution event which requires an adjustment.
(e) In the event that, as a result of an adjustment made pursuant to this Section 3, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in cash a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares, other than out of surplus, the Company shall mail notice thereof to the Holder not less than 15 days prior to the record date fixed for determining shareholders entitled to participate Warrant Shares contained in such dividend or other distributionthis Warrant.
Appears in 1 contract
Samples: Warrant Agreement (CytoCore Inc)
