Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 6 contracts
Samples: Warrant Agreement (Esafetyworld Inc), Warrant Agreement (Weststar Environmental Inc), Warrant Agreement (Able Energy Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the UnderwriterRepresentative's Warrant without first making adequate provision for the UnderwriterRepresentative's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each UnderwriterRepresentative's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such UnderwriterRepresentative's Warrant) to purchase, upon exercise of such UnderwriterRepresentative's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the UnderwriterRepresentative's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the UnderwriterRepresentative's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the UnderwriterRepresentative's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental UnderwriterRepresentative's warrant agreement to such effect. Such supplemental UnderwriterRepresentative's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 5 contracts
Samples: Warrant Agreement (Entropin Inc), Warrant Agreement (Hi Q Wason Inc), Warrant Agreement (Outlook Sports Technology Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Warrants without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders Holder were the owner of the shares of Common Stock underlying the Underwriter's Warrant such Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Warrants and (y) the Purchase Price Exercise Prices in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had Holder has exercised the Underwriter's WarrantWarrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f8(h) shall similarly apply to successive consolidations or mergers.
Appears in 3 contracts
Samples: Warrant Agreement (All American Food Group Inc), Underwriters' Warrant Agreement (Stratus Services Group Inc), Underwriters' Warrant Agreement (Stratus Services Group Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Underwriters' warrant agreement to such effect. Such supplemental Underwriter's Underwriters' warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 2 contracts
Samples: Warrant Agreement (Urban Cool Network Inc), Warrant Agreement (Go2pharmacy Com Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Underwriters' Warrants without first making adequate provision for the Underwriter's WarrantUnderwriters' Warrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant Underwriters' Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Underwriters' Warrants and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's WarrantUnderwriters' Warrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriterunderwriter's warrant agreement to such effect. Such supplemental Underwriterunderwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment adjustments provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 2 contracts
Samples: Underwriters' Warrant Agreement (Community Care Services Inc), Underwriters' Warrant Agreement (Univec Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Warrants without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Warrants and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's WarrantWarrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriterunderwriter's warrant agreement to such effect. Such supplemental Underwriterunderwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 2 contracts
Samples: Room Plus Inc, Room Plus Inc
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Underwriters' Warrants without first making adequate provision for the Underwriter's WarrantUnderwriters' Warrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant Underwriters' Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Underwriters' Warrants and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's WarrantUnderwriters' Warrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriterunderwriter's warrant agreement to such effect. Such supplemental Underwriterunderwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment adjustments provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 2 contracts
Samples: Underwriters' Warrant Agreement (Rockwell Medical Technologies Inc), Phoenix Preschool (Phoenix Preschool Holdings Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the UnderwriterRepresentative's Warrant without first making adequate provision for the UnderwriterRepresentative's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants Warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each UnderwriterRepresentative's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such UnderwriterRepresentative's Warrant) to purchase, upon exercise of such UnderwriterRepresentative's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the UnderwriterRepresentative's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the UnderwriterRepresentative's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the UnderwriterRepresentative's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental UnderwriterRepresentative's warrant agreement to such effect. Such supplemental UnderwriterRepresentative's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 2 contracts
Samples: Warrant Agreement (Harvey Electronics Inc), Warrant Agreement (Harvey Electronics Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.Underwriters'
Appears in 1 contract
Samples: Warrant Agreement (Eonnet Media Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f8(d) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Reclassification, Merger or Consolidation. The Company will not ----------------------------------------- merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Underwriters' warrant agreement to such effect. Such supplemental Underwriter's Underwriters' warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger with a subsidiary in which merger the Company is the continuing corporation and other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchasereceive, upon exercise of such Underwriter's Warrant, the kind and number amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant transfer, and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, merger or sale or conveyance of property, the corporation formed by such consolidation or merger, merger or acquiring acquired such property, property shall execute and deliver to the Holders Holder a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f8(d) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Samples: Warrant Agreement (Worldwide Entertainment & Sports Corp)
Reclassification, Merger or Consolidation. The Company ----------------------------------------- will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Underwriters' warrant agreement to such effect. Such supplemental Underwriter's Underwriters' warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Reclassification, Merger or Consolidation. The Company will not ---------------- ------ -- ------------- merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger with a subsidiary in which merger the Company is the continuing corporation and other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchasereceive, upon exercise of such Underwriter's Warrant, the kind and number amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant transfer, and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, merger or sale or conveyance of property, the corporation formed by such consolidation or merger, merger or acquiring acquired such property, property shall execute and deliver to the Holders Holder a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Samples: Warrant Agreement (Trans Energy Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the UnderwriterRepresentative's Warrant without first making adequate provision for the UnderwriterRepresentative's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each UnderwriterRepresentative's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such UnderwriterRepresentative's Warrant) to purchase, upon exercise of such UnderwriterRepresentative's Warrant, the kind and number of warrants to purchase shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the warrants to purchase shares of Common Stock underlying the UnderwriterRepresentative's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the UnderwriterRepresentative's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the UnderwriterRepresentative's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental UnderwriterRepresentative's warrant agreement to such effect. Such supplemental UnderwriterRepresentative's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Samples: Warrant Agreement (Entropin Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Warrants without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders Holder were the owner of the shares of Common Stock underlying the Underwriter's Warrant such Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Warrants and (y) the Purchase Price Exercise Prices in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had Holder has exercised the Underwriter's WarrantWarrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f8(h) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Samples: Underwriters' Warrant Agreement (Noninvasive Medical Technologies Inc)
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants Underwriters' Warrant (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement Underwriters' Warrant Agreement to such effect. Such supplemental Underwriter's warrant agreement Underwriters' Warrant Agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.
Appears in 1 contract
Samples: Amedore Homes Inc
Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Lead Investor’s Warrant without first making adequate provision for the Underwriter's Lead Investor’s Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Lead Investor’s Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Lead Investor’s Warrant) to purchase, upon exercise of such Underwriter's Lead Investor’s Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Lead Investor’s Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Lead Investor’s Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Lead Investor’s Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Lead Investor’s warrant agreement to such effect. Such supplemental Underwriter's Lead Investor’s warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f8(d) shall similarly apply to successive consolidations consolidations or mergers.
Appears in 1 contract
Samples: Warrant Agreement (Xenomics Inc)