Common use of Reclassification, Exchange or Substitution Clause in Contracts

Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit A (the “Certificate”), upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, the number of securities or property issuable upon exercise of the new warrant and expiration date. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 3 contracts

Samples: Warrant Agreement (Upland Software, Inc.), Warrant Agreement (Upland Software, Inc.), Warrant Agreement (Upland Software, Inc.)

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Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrantwarrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrantwarrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended amended and Restated restated certificate of incorporation, as may be amended from time to time (the “Certificate of Incorporation, a copy of which is attached hereto as Exhibit A (the “Certificate”), including upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, Price and to the number of securities or property issuable upon exercise of the new warrant and expiration datewarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 2 contracts

Samples: Warrant Agreement (Nalu Medical, Inc.), Warrant Agreement (Nalu Medical, Inc.)

Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrantwarrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrantwarrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, a copy Incorporation upon the vote of which is attached hereto as Exhibit A (the “Certificate”), requisite holders of the Series C Preferred Stock or upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, Price and to the number of securities or property issuable upon exercise of the new warrant and expiration datewarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 2 contracts

Samples: Warrant Agreement (Marinus Pharmaceuticals Inc), Warrant Agreement (Marinus Pharmaceuticals Inc)

Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrantwarrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrantwarrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit A amended from time to time (the “Restated Certificate”), upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, Price and to the number of securities or property issuable upon exercise of the new warrant and expiration datewarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 2 contracts

Samples: Warrant Agreement (Nlight, Inc.), Warrant Agreement (Nlight, Inc.)

Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrantwarrant (other than in connection with an Acquisition, which is addressed by Section 1.6 above), Holder shall be entitled to receive, upon exercise or conversion of this Warrantwarrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate Articles of Incorporation, a copy of which is attached hereto as Exhibit A (the “Certificate”), Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, Price and to the number of securities or property issuable upon exercise of the new warrant and expiration datewarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 1 contract

Samples: Warrant Agreement (Otonomy, Inc.)

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Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, a copy Incorporation upon the vote of which is attached hereto as Exhibit A (the “Certificate”), requisite holders of the Common Stock or upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, Price and to the number of securities or property issuable upon exercise of the new warrant and expiration datewarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 1 contract

Samples: Warrant Agreement (Celator Pharmaceuticals Inc)

Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation, a copy of which is attached hereto as Exhibit A (the “Certificate), ) upon the closing of a registered public offering of the Company’s common stockstock and any merger or acquisition of the Company’s stock or assets. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, Price and to the number of securities or property issuable upon exercise of the new warrant and expiration datewarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 1 contract

Samples: Warrant Agreement (Celator Pharmaceuticals Inc)

Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrantwarrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrantwarrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of IncorporationIncorporation (as amended and/or restated from time to time, a copy of which is attached hereto as Exhibit A (the “Restated Certificate”), ) upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, Price and to the number of securities or property issuable upon exercise of the new warrant and expiration datewarrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Appears in 1 contract

Samples: Warrant Agreement (Toast, Inc.)

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