Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this Option, the Holder of this Option shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option is not exercised prior to such Triggering Event, to receive at the Option Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 6 contracts
Samples: Brazil Minerals, Inc., Brazil Minerals, Inc., Brazil Minerals, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after at any time prior to the Original Issue Expiration Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer transfer, sell or otherwise dispose all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled entitled, upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive receive, and shall accept, at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the shares of Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 6 contracts
Samples: Subordination Agreement (Xplore Technologies Corp), Compensation and Security Agreement (Xplore Technologies Corp), Xplore Technologies Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, other than any event set forth in Section 4(b) below, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event; provided, however, the Issuer Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall notify only apply if the Holder in writing of surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and provide its common stock is listed or quoted on a national securities exchange, national automated quotation system or the calculations in determining OTC Bulletin Board. In the number of shares of Option Stock issuable upon exercise of event that the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall issue have the right to demand that the Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount in cash equal to the terms and provisions value of this Section 4(a)(i)Warrant calculated in accordance with the Black-Scholes formula.
Appears in 5 contracts
Samples: Sino Gas International Holdings, Inc., Sino Gas International Holdings, Inc., Sino Gas International Holdings, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder shall have the option to receive, in lieu of the foregoing right to receive such securities, cash and property, an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon Notwithstanding the occurrence foregoing to the contrary, in the event of a Triggering Event, at the request of the Holder delivered before the ninetieth (90th) day after such Triggering Event, the Issuer shall notify pay to the Holder an amount in writing cash equal to the value of the unexercised portion of this Warrant as of the date of such Triggering Event and provide calculated in accordance with the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result Black-Scholes formula within five (5) days of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)request.
Appears in 5 contracts
Samples: Ambient Corp /Ny, Ambient Corp /Ny, Ambient Corp /Ny
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (ai) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bii) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities securities of any other Person or cash or any other property, or (ciii) effect a share exchange or similar transaction with any other Person, or (iv) transfer all or substantially all of its properties or assets to any other Person, or (dv) effect a capital reorganization or reclassification of its Capital StockStock (other than any transaction covered by Section 4(b) hereof), then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised in full prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiesnumber or amount of the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately In determining the kind and amount of cash, securities or other property receivable upon exercise of this Warrant following the occurrence consummation of a such Triggering Event, if the Issuer shall notify holders of Common Stock have the Holder in writing right to elect the kind or amount of consideration receivable upon consummation of such Triggering Event and provide Event, then the calculations in determining Holder shall have the number of shares of Option Stock issuable right to make a similar election upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions will receive upon exercise of this Section 4(a)(i)Warrant.
Appears in 5 contracts
Samples: American Apparel, Inc, American Apparel, Inc, American Apparel, Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and another corporation where the Issuer shall holders of outstanding Voting Stock prior to such merger or consolidation do not be own over 50% of the continuing outstanding Voting Stock of the merged or surviving corporation of consolidated entity immediately after such consolidation merger or mergerconsolidation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or reclassification combination of its Capital Stockshares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 5 contracts
Samples: Chembio Diagnostics Inc., Home Solutions of America Inc, Home Solutions of America Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive shares of Common Stock in an amount equal to eighty percent (80%) of the average VWAP of the Common Stock for the forty (40) Trading Days preceding the date of such Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 5 contracts
Samples: Max Sound Corp, Astrata Group Inc, Astrata Group Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Notwithstanding the occurrence of a Triggering Eventforegoing to the contrary, this Section 4(a)(i) shall only apply if the Issuer shall notify the Holder in writing of surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and provide its common stock is listed or quoted on a national exchange, OTC Bulletin Board or the calculations in determining Pink Sheets. In the number of shares of Option Stock issuable upon exercise of event that the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange, OTC Bulletin Board or the Pink Sheets, then the Holder shall issue have the right to demand that the Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions value of this Section 4(a)(i)Warrant according to the Black-Scholes formula.
Appears in 5 contracts
Samples: Warrant Purchase Agreement (Interlink Global Corp), Interlink Global Corp, Interlink Global Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 5 contracts
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and another corporation where the Issuer shall holders of outstanding Voting Stock prior to such merger or consolidation do not be own over 50% of the continuing outstanding Voting Stock of the merged or surviving corporation of consolidated entity immediately after such consolidation merger or mergerconsolidation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or reclassification combination of its Capital Stockshares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 4 contracts
Samples: Apollo Resources International Inc, Apollo Resources International Inc, Dirt Motor Sports, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)4 hereof.
Appears in 4 contracts
Samples: Centura Software Corp, Centura Software Corp, Centura Software Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer all or substantially all of its properties or assets to any other Person, or (dD) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, that in the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the Holder at its option may in lieu of such adjusted warrant elect to receive an amount of cash from the Issuer equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number amount of shares of Option Stock issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number amount of shares of Option Stock Securities, cash or property and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Arista Power, Inc.), Duke Mining Company, Inc., Kaching Kaching, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 3 contracts
Samples: Fibernet Telecom Group Inc\, Quantrx Biomedical Corp, Communication Intelligence Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto to such Triggering Event (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations used in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 3 contracts
Samples: Avicena Group, Inc., Avicena Group, Inc., Avicena Group, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is subject to the calculations in determining reporting requirements under Sections 13 or 15(d) the number Securities Exchange Act of shares 1934, the common equity securities of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Company pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 3 contracts
Samples: Neoprobe Corp, Neoprobe Corp, Neoprobe Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer Company after the Original Issue Issuance Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and individual or entity (“Person”)and the Issuer Company shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer Company and the Issuer Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any common or preferred stock (“Capital Stock Stock”) of the Issuer Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Exercise Price and the number of shares of Option Stock Warrant Shares that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Exercise Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Exercise Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Exercise Price divided by (ii) the per share Fair Market Value of the Common Stock as of the date immediately preceding the Original Issuance Date; provided, however, the Holder at its option may elect to receive an amount in cash equal to the lesser of (a) the value of this Warrant calculated in accordance with the Black-Scholes formula; and (b) $1.00 (subject to adjustment in the event the Company affects a stock split) per Warrant Share. Immediately upon the occurrence of a Triggering Event, the Issuer Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock Warrant Shares issuable upon exercise of the new warrant and the adjusted Option Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock Warrant Shares and the adjusted Option Exercise Price pursuant to the terms and provisions of this Section 4(a)(i4(E)(i). Notwithstanding the foregoing to the contrary, this Section 4(E)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 3 contracts
Samples: Warrant Signature Page (Xa, Inc.), Xa, Inc., Xa, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 3 contracts
Samples: VisualMED Clinical Solutions Corp., VisualMED Clinical Solutions Corp., VisualMED Clinical Solutions Corp.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets in one or more related transactions to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)4 hereof.
Appears in 3 contracts
Samples: Subscription Agreement (Centura Software Corp), Subscription Agreement (Centura Software Corp), Subscription Agreement (Centura Software Corp)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 3 contracts
Samples: NovaRay Medical, Inc., NovaRay Medical, Inc., NovaRay Medical, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon In the occurrence of a Triggering Event, event that the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is not a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), then the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Company pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 3 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Ortec International Inc), Ortec International Inc, Ortec International Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Company pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 3 contracts
Samples: Urigen Pharmaceuticals, Inc., Urigen Pharmaceuticals, Inc., Urigen Pharmaceuticals, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 3 contracts
Samples: Implant Sciences Corp, Implant Sciences Corp, Valcent Products Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable Ordinary Shares aresuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided , however , the Holder at its option may elect to receive an amount in unregistered Ordinary Shares of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further , such Ordinary Shares shall be valued at a twenty percent (20%) discount to the VWAP of the Ordinary Shares for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act of 1934, as amended, or its Ordinary Shares are not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder at its option may elect to receive an amount in unregistered shares of the Ordinary Shares of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 2 contracts
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 2 contracts
Samples: Jpak Group, Inc., Jpak Group, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon ; provided, however, in the occurrence event that the Per Share Market Value is less than the Warrant Price at the time of a such Triggering Event, the Issuer Holder shall notify receive an amount in cash equal to the Holder value of this Warrant calculated in writing of accordance with the Black-Scholes formula. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and provide its common stock is listed or quoted on a national securities exchange, national automated quotation system or the calculations in determining OTC Bulletin Board. In the number of shares of Option Stock issuable upon exercise of event that the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall issue have the right to demand that the Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount in cash equal to the terms and provisions value of this Section 4(a)(i)Warrant calculated in accordance with the Black-Scholes formula.
Appears in 2 contracts
Samples: International American Technologies, Inc., International American Technologies, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In Without limiting any other provision hereof, in case the Issuer after the Original Issue Closing Date shall do any of the following (each, each a “Triggering Event”): ) (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, or (e) enter into any other transaction similar to any of the foregoing, then, and in the case of each such Triggering Event, proper provision the Issuer shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this Option, give the Holder of this Option shall be entitled upon the exercise hereof at any time after the consummation least twenty (20) days prior notice of such Triggering Event, to the extent this Option is not exercised prior to . At any time after receiving such Triggering Event, to receive at the Option Price in effect at the time immediately a notice and prior to the consummation of such Triggering Event, Event the Holder may exercise this Warrant pursuant to Section 2(b) and state in lieu of the Common Stock issuable upon election notice that such exercise of this Option prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), shall be subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately and conditioned upon the occurrence of a the Triggering Event, the Issuer shall notify . Any such exercise by the Holder shall be deemed to occur at the same time as the Triggering Event. If the Holder does not exercise this Warrant pursuant to this Section 2(h), any unexercised portion of this Warrant shall be deemed to have been exercised in writing full pursuant to clause (ii) of such Section 2(b) of this Warrant at the same time as the Triggering Event and provide without any action on the calculations in determining the number of shares of Option Stock issuable upon exercise part of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 2 contracts
Samples: Volcano CORP, Volcano CORP
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into MERU NETWORKS, INC. CLASS A WARRANT TO PURCHASE COMMON STOCK or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 2 contracts
Samples: Meru Networks Inc, Meru Networks Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder Xxxxxx had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 2 contracts
Samples: Saflink Corp, Communication Intelligence Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Warrant Price divided by (ii) the Per Share Market Value of the Common Stock as of the date immediately preceding the Original Issue Date; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 2 contracts
Samples: United National Film Corp, United National Film Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and another corporation where the Issuer shall holders of outstanding Voting Stock prior to such merger or consolidation do not be own over 50% of the continuing outstanding Voting Stock of the merged or surviving corporation of consolidated entity immediately after such consolidation merger or mergerconsolidation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than the transactions executed in connection with the Plan or reclassification by way of its Capital Stocka stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 2 contracts
Samples: Siebert Lawrence A., Chembio Diagnostics, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder shall have the option to receive, in lieu of the foregoing right to receive such securities, cash and property, an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon Notwithstanding the occurrence foregoing to the contrary, in the event of a Triggering Event, at the request of the Holder delivered before the ninetieth (90th) day after such Triggering Event, the Issuer shall notify pay to the Holder an amount in writing cash equal to the value of the unexercised portion of this Warrant as of the date of such Triggering Event and provide calculated in accordance with the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result Black-Scholes formula within five (5) days of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)request.
Appears in 2 contracts
Samples: Ambient Corp /Ny, Ambient Corp /Ny
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Notwithstanding the occurrence of a Triggering Eventforegoing to the contrary, this Section 4(a)(i) shall only apply if the Issuer shall notify the Holder in writing of surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and provide its common stock is listed or quoted on a national exchange or the calculations in determining OTC Bulletin Board. In the number of shares of Option Stock issuable upon exercise of event that the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall issue have the right to demand that the Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions value of this Section 4(a)(i)Warrant according to the Black-Scholes formula.
Appears in 2 contracts
Samples: Security Agreement (Financialcontent Inc), Security Agreement (Financialcontent Inc)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a ““ Triggering EventEvent ”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 44 , provided, however , the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i)) . Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MedPro Safety Products, Inc.), MedPro Safety Products, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 2 contracts
Samples: NovaRay Medical, Inc., NovaRay Medical, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into MERU NETWORKS, INC. CLASS B WARRANT TO PURCHASE COMMON STOCK or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 2 contracts
Samples: Meru Networks Inc, Meru Networks Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Notwithstanding the occurrence of a Triggering Eventforegoing to the contrary, this Section 4(a)(i) shall only apply if the Issuer shall notify the Holder in writing of surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and provide its common stock is listed or quoted on a national exchange or the calculations in determining OTC Bulletin Board. In the number of shares of Option Stock issuable upon exercise of event that the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall issue have the right to demand that the Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions value of this Section 4(a)(i)Warrant according to the Black-Scholes formula.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Apollo Resources International Inc), Apollo Resources International Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a ““ Triggering EventEvent ”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto to such Triggering Event (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations used in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Avicena Group, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer Corporation after the Original Issue Commencement Date shall do any of the following (each, a “"Triggering Event”): (ai) consolidate or merge with or into any other Person and entity (in one or a series of transactions) which results in the Issuer shall not be holders of the continuing or surviving corporation of Corporation’s capital stock pursuant to such consolidation or mergermerger holding less than a majority of the voting rights of the surviving corporation, including, without limitation, the right to elect a majority of the board of directors of the surviving corporation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cii) transfer all or substantially all of its properties or assets to any other Personentity, or (diii) effect a capital reorganization or reclassification of its Capital Stockcapital stock where the holders of the Corporation’s capital stock prior to such recapitalization or reclassification hold less than a majority of voting rights of the Corporation after such recapitalization or reclassification, including, without limitation, the right to elect a majority of the board of directors of the surviving corporation, other than any event set forth in Section 3.4, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event3; provided, however, the Issuer shall notify the Holder at its option may elect to receive an amount in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue cash equal to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions value of this Section 4(a)(i)Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Halo Technology Holdings, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board.
Appears in 1 contract
Samples: Fushi Copperweld, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 1 contract
Samples: American Apparel, Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder H older had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate actionact ion) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive shares of Common Stock in an amount equal to eighty percent (80%) of the average VWAP of the Common Stock for the forty (40) Trading Days preceding the date of such Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Max Sound Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock Shares of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital StockShares, then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock Ordinary Shares issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Notwithstanding anything to the occurrence contrary, in the event of a Triggering EventEvent that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Triggering Event involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Issuer or any successor entity shall notify pay at the Holder Holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the Triggering Event, an amount of cash equal to the value of this Warrant as determined in writing accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of such Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and provide (iii) an expected volatility equal to the calculations in determining 100 day volatility obtained from the number of shares of Option Stock issuable upon exercise “HVT” function on Bloomberg L.P. determined as of the new warrant and Trading Day immediately following the adjusted Option Price. Upon public announcement of the Holder’s requestapplicable Triggering Event, the continuing or surviving corporation as a result of but in no event shall such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)be greater than 60.
Appears in 1 contract
Samples: Modsys International LTD
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant (without giving effect to the limitations on exercise set forth in Section 7 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 1 contract
Samples: Navidea Biopharmaceuticals, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property Securities to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4thereto. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant as of the date of the Triggering Event calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) i. In case the Issuer case, after the Original Issue Date Date, the Issuer shall do any of the following (each, a “Triggering Event”): (aA) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, merger or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person Person, but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer all or substantially all of its properties or assets to any other Person, or (dD) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such the exercise of this Option Warrant prior to such Triggering Event, the Securities, cash cash, and property to which such Holder would have been entitled upon the consummation of such Triggering Event Event, if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 1 contract
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. 105
Appears in 1 contract
Samples: Registration Rights Agreement (Victory Divide Mining CO)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer all or substantially all of its properties or assets to any other Person, or (dD) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive, or the Issuer at its option may require the Holder to receive, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula as stated above.
Appears in 1 contract
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after at any time prior to the Original Issue Expiration Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer transfer, sell or otherwise dispose all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled entitled, upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive receive, and shall accept, at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the shares of Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).Section
Appears in 1 contract
Samples: Xplore Technologies Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder shall have the option to receive, in lieu of the foregoing right to receive such securities, cash and property, an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon Notwithstanding the occurrence foregoing to the contrary, in the event of a Triggering Event, at the request of the Holder delivered before the ninetieth (90th) day after such Triggering Event, the Issuer shall notify pay to the Holder an amount in writing cash equal to the value of the unexercised portion of this Warrant as of the date of such Triggering Event and provide calculated in accordance with the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result Black-Scholes formula within five (5) days of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)request.
Appears in 1 contract
Samples: Dirt Motor Sports, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer Company after the Original Issue Issuance Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person individual or entity (“Person”) and the Issuer Company shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer Company and the Issuer Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any common or preferred stock (“Capital Stock Stock”) of the Issuer Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Exercise Price and the number of shares of Option Stock Warrant Shares that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Exercise Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Exercise Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Exercise Price divided by (ii) the per share Fair Market Value of the Common Stock as of the date immediately preceding the Original Issuance Date; provided, however, the Holder at its option may elect to receive an amount in cash equal to the lesser of (a) the value of this Warrant calculated in accordance with the Black-Scholes formula; and (b) $1.00 (subject to adjustment in the event the Company affects a stock split) per Warrant Share. Immediately upon the occurrence of a Triggering Event, the Issuer Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock Warrant Shares issuable upon exercise of the new warrant and the adjusted Option Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock Warrant Shares and the adjusted Option Exercise Price pursuant to the terms and provisions of this Section 4(a)(i4(E)(i). Notwithstanding the foregoing to the contrary, this Section 4(E)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1933, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1933, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Titan Energy Worldwide, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Issuance Date shall do any of the following (each, a an “Triggering Adjustment Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Adjustment Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Adjustment Event, to the extent this Option Warrant is not exercised prior to such Triggering Adjustment Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Adjustment Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Adjustment Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Adjustment Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Unless the occurrence surviving entity in any such Adjustment Event is a public company under the Exchange Act, the common equity securities of which are traded or quoted on a Triggering Eventnational securities exchange or the OTC Bulletin Board (a “Qualifying Entity”), the Holder, at its option, shall be permitted to require that the Issuer pay to the Holder an amount equal to the Black-Scholes value of this Warrant. Notwithstanding anything to the contrary provided herein, a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Issuer shall notify not be an Adjustment Event, and provided further, neither the Holder Issuer nor the surviving entity shall deliver the instruments, opinions or other documents in writing of accordance with Section 4(a)(ii) upon such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)migratory merger.
Appears in 1 contract
Samples: Echo Therapeutics, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer all or substantially all of its properties or assets to any other Person, or (dD) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such the Holder would have been entitled upon the consummation of such Triggering Event if such the Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, that in the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the Holder at its option may in lieu of such adjusted warrant elect to receive an amount of cash from the Issuer equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number amount of shares of Option Stock issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number amount of shares of Option Stock Securities, cash or property and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 1 contract
Samples: Kaching Kaching, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) 4.1.1 In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section Article 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Markets (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Company pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 1 contract
Samples: VistaGen Therapeutics, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive shares of Common Stock in an amount equal to the quotient of (x) the value of this Warrant calculated in accordance with the Black-Scholes formula as of the date of the Triggering Event divided by (y) eighty percent (80%) of the average VWAP of the Common Stock for the forty (40) Trading Days preceding the date of such Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Advanced Growing Systems, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, other than any event set forth in Section 4(b) below, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Notwithstanding anything in the occurrence of a Triggering Eventforegoing to the contrary, this Section 4(a)(i) shall only apply if the Issuer shall notify the Holder in writing of surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and provide its common stock is listed or quoted on a national securities exchange, national automated quotation system or the calculations in determining OTC Bulletin Board. In the number of shares of Option Stock issuable upon exercise of event that the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall issue have the right to demand that the Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount in cash equal to the terms and provisions value of this Section 4(a)(i)Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon ; provided, however, in the occurrence event that the Per Share Market Value is less than the Warrant Price at the time of a such Triggering Event, the Issuer Holder shall notify receive an amount in cash equal to the Holder value of this Warrant calculated in writing of accordance with the Black-Scholes formula. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and provide its common stock is listed or quoted on a national securities exchange, national automated quotation system or the calculations in determining OTC Bulletin Board. In the number of shares of Option Stock issuable upon exercise of event that the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall issue have the right to demand that the Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount in cash equal to the terms and provisions value of this Section 4(a)(i)Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Sontra Medical Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer transfer, sell or otherwise dispose all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled (x) upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in Section 4 hereof or (y) to sell this Section 4. Immediately upon Warrant (or, at such Holder’s election, a portion hereof) concurrently with the occurrence of a Triggering Event to the Person continuing after or surviving such Triggering Event, or to the Issuer shall notify (if Issuer is the Holder in writing continuing or surviving Person) at a sales price equal to the amount of such Triggering Event and provide the calculations in determining cash, property and/or Securities to which a holder of the number of shares of Option Common Stock issuable which would otherwise have been delivered upon the exercise of this Warrant would have been entitled upon the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing effective date or surviving corporation as a result closing of any such Triggering Event shall issue (the “Event Consideration”), less the amount or portion of such Event Consideration having a fair value equal to the Holder a new warrant of like tenor evidencing aggregate Warrant Price applicable to this Warrant or the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)portion hereof so sold.
Appears in 1 contract
Samples: JLM Industries Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Agreement Date shall do any of the following (each, each a “Triggering Event”): ) (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled (x) upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments and increases provided for elsewhere in Section 5 hereof or (y) to sell this Section 4. Immediately upon Warrant (or, at such Holder’s election, a portion hereof) to the occurrence of a Person continuing after or surviving such Triggering Event, or to the Issuer shall notify (if Issuer is the Holder in writing continuing or surviving Person) at a sales price equal to the amount, if any, of such Triggering Event and provide the calculations in determining cash, property and/or securities to which a holder of the number of shares of Option Common Stock issuable which would otherwise have been delivered upon the exercise of this Warrant would have been entitled upon the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing effective date or surviving corporation as a result closing of any such Triggering Event shall issue (the “Event Consideration”), less the amount or portion of such Event Consideration having a fair value equal to the Holder a new warrant of like tenor evidencing aggregate Warrant Price applicable to this Warrant or the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)portion hereof so sold.
Appears in 1 contract
Samples: Corrections Corp of America
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 44 , provided, however , the Holder at its option may elect to receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i)) . Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Exchange Act, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Securities Purchase Agreement (MedPro Safety Products, Inc.)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 1 contract
Samples: Blast Energy Services, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided , however , the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further , such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Lihua International Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) 4.1.1 In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section Article 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Company pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 1 contract
Samples: VistaGen Therapeutics, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In Subject at all times to the provisions of Section 4(c)(iii) below, in case the Issuer Company after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer Company shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer Company and the Issuer Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Common Stock and/or Preferred Stock (collectively, “Capital Stock”), then, and in the case of each such Triggering Event, proper provision shall be made to the Option Exercise Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Class A Warrant so that, upon the basis and the terms and in the manner provided in this OptionClass A Warrant, the Holder of this Option Class A Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Class A Warrant is not exercised prior to such Triggering Event, to receive at the Option Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Class A Warrant prior to such Triggering Event, the SecuritiesCapital Stock, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Class A Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Class A Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock Warrant Shares and the adjusted Option Exercise Price pursuant to the terms and provisions of this Section 4(a)(i4(c)(i). Notwithstanding the foregoing to the contrary, this Section 4(c)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Company pay to the Holder an amount in cash equal to the value of this Class A Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Viscorp, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) c transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon In the occurrence of a Triggering Event, event that the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is not a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), then the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Company pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Ortec International Inc)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant (without giving effect to the limitations on exercise set forth in Section 8 hereof) immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is a public company under the calculations in determining Securities Exchange Act of 1934, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Company pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 1 contract
Samples: Wits Basin Precious Minerals Inc
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer all or substantially all of its properties or assets to any other Person, or (dD) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, that the Holder at its option may in lieu of such adjusted warrant elect to receive an amount of cash from the Issuer equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number amount of shares of Option Stock issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number amount of shares of Option Stock Securities, cash or property and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Activecare, Inc.)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate with or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital the Common Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of the assets of the Issuer and its properties or assets Subsidiaries, taken as a whole, to any other PersonPerson (other than a Subsidiary) in connection with which the Issuer is dissolved, or (d) effect a capital reorganization or reclassification of its Capital the Common Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Eventconsideration, if applicable), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Unless the occurrence of a Triggering Event, the Issuer shall notify the Holder surviving entity in writing of any such Triggering Event and provide is a public company under the calculations in determining Exchange Act, the number common equity securities of shares of Option Stock issuable upon exercise of which are traded or quoted on a national securities exchange or the new warrant and the adjusted Option Price. Upon OTC Bulletin Board (a “Qualifying Entity”), the Holder’s request, at its option, shall be permitted to require that the continuing or surviving corporation as a result of such Triggering Event shall issue Issuer pay to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant an amount equal to the terms and provisions Black-Scholes value of this Section 4(a)(i)Warrant.
Appears in 1 contract
Samples: Nac Global Technologies, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. 154
Appears in 1 contract
Samples: Registration Rights Agreement (Victory Divide Mining CO)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 1 contract
Samples: Warrant (SpectrumDNA, Inc.)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. 179
Appears in 1 contract
Samples: Registration Rights Agreement (Victory Divide Mining CO)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “"Triggering Event”"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock Shares of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital StockShares, then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock Ordinary Shares issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon Notwithstanding anything to the occurrence contrary, in the event of a Triggering EventEvent that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Triggering Event involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Issuer or any successor entity shall notify pay at the Holder Holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the Triggering Event, an amount of cash equal to the value of this Warrant as determined in writing accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of such Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and provide (iii) an expected volatility equal to the calculations in determining 100 day volatility obtained from the number of shares of Option Stock issuable upon exercise “HVT” function on Bloomberg L.P. determined as of the new warrant and Trading Day immediately following the adjusted Option Price. Upon public announcement of the Holder’s requestapplicable Triggering Event, the continuing or surviving corporation as a result of but in no event shall such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)be greater than 60.
Appears in 1 contract
Samples: Bluephoenix Solutions LTD
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer all or substantially all of its properties or assets to any other Person, or (dD) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, that the Holder at its option may in lieu of such adjusted warrant elect to receive an amount of cash from the Issuer equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (1) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Triggering Event, (2) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Triggering Event and (3) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number amount of shares of Option Stock issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number amount of shares of Option Stock Securities, cash or property and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i).
Appears in 1 contract
Samples: Activecare, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and another corporation where the Issuer shall holders of outstanding Voting Stock prior to such merger or consolidation do not be own over 50% of the continuing outstanding Voting Stock of the merged or surviving corporation of consolidated entity immediately after such consolidation merger or mergerconsolidation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Section 4(b)), or (d) effect a capital reorganization (other than by way of a stock split or reclassification combination of its Capital Stockshares or stock dividends provided for in Section 4(b)), then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon The Issuer will not effect any consolidation, merger or sale or conveyance unless prior to the occurrence of a Triggering Eventconsummation thereof, the Issuer shall notify successor or acquiring entity (if other than the Holder in writing of such Triggering Event and provide Issuer) and, if an entity different from the calculations in determining successor or acquiring entity, the number of shares of Option Stock issuable upon exercise entity whose capital stock or assets the holders of the new warrant and Common Stock of the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation Issuer are entitled to receive as a result of such Triggering Event shall issue consolidation, merger or sale or conveyance assumes by written instrument the obligations under this Section 4 and the obligations to deliver to the Holder a new warrant holder of like tenor evidencing the right to purchase the adjusted number of this Warrant such shares of Option Stock and stock, securities or assets as, in accordance with the adjusted Option Price pursuant foregoing provisions, the holder may be entitled to the terms and provisions of this Section 4(a)(i)acquire.
Appears in 1 contract
Samples: Satcon Technology Corp
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (aA) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (cC) transfer all or substantially all of its properties or assets to any other Person, or (dD) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant Certificate so that, upon the basis and the terms and in the manner provided in this Option, Warrant Certificate the Holder of this Option Warrant Certificate shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option is the Warrants are not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Warrant Stock issuable upon such exercise of this Option the Warrants prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant Certificate immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 43. Immediately upon Upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number amount of shares of Option Stock issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number amount of shares of Option Stock Securities, cash or property and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i3(a)(i).
Appears in 1 contract
Samples: Unit Subscription Agreement (Flux Power Holdings, Inc.)
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock Series B issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula; provided, further, such shares of Common Stock shall be valued at a twenty percent (20%) discount to the VWAP of the Common Stock for the twenty (20) Trading Days immediately prior to the Triggering Event. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: Victory Divide Mining CO
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Warrant Price and the number of shares of Option Warrant Stock that may be purchased upon exercise of this Option Warrant so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Option Warrant Stock issuable upon exercise of the new warrant and the adjusted Option Warrant Price. Upon the Holder’s request, the continuing or surviving corporation Person as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Warrant Stock and the adjusted Option Warrant Price pursuant to the terms and provisions of this Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.
Appears in 1 contract
Samples: NovaRay Medical, Inc.
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of as a condition to each such Triggering Event, proper and adequate provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, the Holder shall have the option to receive, in lieu of the foregoing right to receive such securities, cash and property, an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon Notwithstanding the occurrence foregoing to the contrary, in the event of a Triggering Event, at the request of the Holder delivered before the thirtieth (30th) day after such Triggering Event, the Issuer shall notify pay to the Holder an amount in writing cash equal to the value of the unexercised portion of this Warrant as of the date of such Triggering Event and provide calculated in accordance with the calculations in determining the number of shares of Option Stock issuable upon exercise of the new warrant and the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation as a result Black-Scholes formula within five (5) days of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Option Stock and the adjusted Option Price pursuant to the terms and provisions of this Section 4(a)(i)request.
Appears in 1 contract
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and another corporation where the Issuer shall holders of outstanding Voting Stock prior to such merger or consolidation do not be own over 50% of the continuing outstanding Voting Stock of the merged or surviving corporation of consolidated entity immediately after such consolidation merger or mergerconsolidation, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer sell all or substantially all of its properties or assets to any other Person, or (c) change the Common Stock to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), or (d) effect a capital reorganization (other than by way of a stock split or reclassification combination of its Capital Stockshares or stock dividends or distributions provided for in Section 4(b) or Section 4(c)), then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of shares of Option Stock that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this OptionWarrant, the Holder of this Option Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option Warrant is not exercised prior to such Triggering Event, to receive at the Option Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, Event in lieu of the Common Stock issuable upon such exercise of this Option Warrant prior to such Triggering Event, the Securitiessecurities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Option Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event)thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Immediately upon The Issuer will not effect any consolidation, merger or sale or conveyance unless prior to the occurrence of a Triggering Eventconsummation thereof, the Issuer shall notify successor or acquiring entity (if other than the Holder in writing of such Triggering Event and provide Issuer) and, if an entity different from the calculations in determining successor or acquiring entity, the number of shares of Option Stock issuable upon exercise entity whose capital stock or assets the holders of the new warrant and Common Stock of the adjusted Option Price. Upon the Holder’s request, the continuing or surviving corporation Issuer are entitled to receive as a result of such Triggering Event shall issue consolidation, merger or sale or conveyance assumes by written instrument the obligations under this Section 4 and the obligations to deliver to the Holder a new warrant holder of like tenor evidencing the right to purchase the adjusted number of this Warrant such shares of Option Stock and stock, securities or assets as, in accordance with the adjusted Option Price pursuant foregoing provisions, the holder may be entitled to the terms and provisions of this Section 4(a)(i)acquire.
Appears in 1 contract
Samples: Satcon Technology Corp
