Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case of any change in the Common Stock during the Warrant Exercise Term through merger or consolidation (where the Company is not the surviving entity), reclassification, reorganization, partial or complete liquidation, purchase of all or substantially all the assets of the Company (an “Extraordinary Transaction”), then, as a condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, he had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company will not complete an Extraordinary Transaction during the Warrant Exercise Term unless the issuer of the shares of stock or other securities to be received by the Holder of this Warrant upon exercise, if not the Company, agrees to be bound by and comply with the provisions of this Warrant.
Appears in 4 contracts
Samples: Authentidate Holding Corp, Authentidate Holding Corp, Authentidate Holding Corp
Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case of any change in the Common Stock during the Warrant Exercise Term through merger or consolidation (where the Company is not the surviving entity), reclassification, reorganization, partial or complete liquidation, purchase of all or substantially all the assets of the Company (an “Extraordinary Transaction”)Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, he had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company will not complete an Extraordinary Transaction during the Warrant Exercise Term permit any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the Holder of this Warrant upon exerciseWarrant, if not the Company, agrees to be bound by and comply with the provisions of this Warrant.
Appears in 1 contract
Samples: Authentidate Holding Corp
Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case of any change in capital reorganization or reclassification, or any consolidation or merger to which the Common Stock during the Warrant Exercise Term through Company is a party other than a merger or consolidation (where in which the Company is not the surviving entity)continuing corporation, reclassification, reorganization, partial or complete liquidation, purchase in case of all any sale or substantially all conveyance to another entity of the assets property of the Company as an entirety or substantially as an entirety (an each, a “Extraordinary Fundamental Transaction”), then, as a condition of such change, lawful and adequate provision will be made so that the Holder will of this Warrant shall have the right thereafter to receive upon on the exercise of the this Warrant the kind and amount of shares of stock securities, cash or other securities property which the Holder would have owned or property to which he would have been entitled if, to receive immediately after such Fundamental Transaction had this Warrant been exercised immediately prior to the effective date of such event, he had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In Fundamental Transaction and in any such case, if necessary, appropriate adjustment will shall be made in the application of the provisions set forth herein in Section 12 with respect to the rights and interest interests thereafter of the Holder, Holder of this Warrant to the end that the provisions set forth herein will in Section 12 shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon on the exercise of the this Warrant. The Company will not complete an Extraordinary above provisions of this Section 13 shall similarly apply to successive Fundamental Transactions. Notice of any such Fundamental Transaction during the Warrant Exercise Term unless the issuer and of the shares of stock or other securities said provisions so proposed to be received by made, shall be mailed to the Holder of this Warrant upon exercise, if not less than thirty (30) days prior to such event. A sale of all or substantially all of the Company, agrees to assets of the Company for a consideration consisting primarily of securities shall be bound by and comply with deemed a consolidation or merger for the provisions of this Warrantforegoing purposes.
Appears in 1 contract
Samples: Equity Media Holdings CORP
Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case of any change in the Common Stock during the Warrant Exercise Term through merger or consolidation (where the Company is not the surviving entity)merger, consolidation, reclassification, reorganization, partial or complete liquidation, or purchase of all or substantially all the assets of the Company (an “Extraordinary Transaction”), then, as a condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, he had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company will not complete an Extraordinary Transaction during the Warrant Exercise Term unless the issuer of the shares of stock or other securities to be received by the Holder of this Warrant upon exercise, if not the Company, agrees to be bound by and comply with the provisions of this Warrant.
Appears in 1 contract
Samples: Authentidate Holding Corp