Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 6.1.1 hereof or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or 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 reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of Shares issuable upon exercise of this Purchase Option immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.1, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.
Appears in 3 contracts
Samples: Purchase Option Agreement (Gigabeam Corp), Purchase Option Agreement (Gigabeam Corp), Purchase Option Agreement (Gigabeam Corp)
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Shares (other than a change covered by Section 6.1.1 paragraphs (a) or (b) hereof or which that solely affects the par value of such shares of Common StockShares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option Warrant holders shall thereafter have the right thereafter (until to purchase and receive, upon the expiration basis and upon the terms and conditions specified in the Warrants and in lieu of the right Shares of exercise of this Purchase Option) to receive the Company immediately theretofore purchasable and receivable upon the exercise hereof, for of the same aggregate Exercise Price payable hereunder immediately prior to such eventrights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a that the Warrant Holder of the number of Shares issuable upon exercise of this Purchase Option would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 6.1.1paragraphs (a) or (b), then such adjustment shall be made pursuant to Sections 6.1.1paragraphs (a), 6.1.3 (b), (c) and then this Section 6.1paragraph (d). The provisions of this Subparagraph (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 3 contracts
Samples: Warrant Agreement (Marathon Acquisition Corp.), Warrant Agreement (Global Ship Lease, Inc.), Warrant Agreement (Marathon Acquisition Corp.)
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Shares (other than a change covered by Section 6.1.1 paragraphs (a) or (b) hereof or which that solely affects the par value of such shares of Common StockShares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option Warrant holders shall thereafter have the right thereafter (until to purchase and receive, upon the expiration basis and upon the terms and conditions specified in the Warrants and in lieu of the right Shares of exercise of this Purchase Option) to receive the Company immediately theretofore purchasable and receivable upon the exercise hereof, for of the same aggregate Exercise Price payable hereunder immediately prior to such eventrights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of that the number of Shares issuable upon exercise of this Purchase Option Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 6.1.1paragraphs (a) or (b), then such adjustment shall be made pursuant to Sections 6.1.1paragraphs (a), 6.1.3 (b), (c) and then this Section 6.1paragraph (d). The provisions of this Subparagraph (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 2 contracts
Samples: Warrant Agreement (TAC Acquisition Corp.), Warrant Agreement (Global Logistics Acquisition CORP)
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Shares (other than a change covered by Section 6.1.1 paragraphs (b) or (c) hereof or which that solely affects the par value of such shares of Common StockShares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which that does not result in any reclassification or reorganization of the outstanding shares of Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option Warrant holders shall thereafter have the right thereafter (until to purchase and receive, upon the expiration basis and upon the terms and conditions specified in the Warrants and in lieu of the right Shares of exercise of this Purchase Option) to receive the Company immediately theretofore purchasable and receivable upon the exercise hereof, for of the same aggregate Exercise Price payable hereunder immediately prior to such eventrights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of that the number of Shares issuable upon exercise of this Purchase Option Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Shares covered by Section 6.1.1paragraphs (b) or (c), then such adjustment shall be made pursuant to Sections 6.1.1paragraphs (b), 6.1.3 (c), (d) and then this Section 6.1paragraph (e). The provisions of this Subparagraph (e) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 2 contracts
Samples: Warrant Agreement (Platform Acquisition Corp. International), Warrant Agreement (Healthcare Acquisition Partners Corp.)
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 6.1.1 hereof or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or 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 reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase OptionWarrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of Shares issuable shares of Common Stock of the Company obtainable upon exercise of this Purchase Option Warrant immediately prior to such event; and if any reclassification also results in a change in shares . The provisions of Common Stock covered by Section 6.1.1, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.16.1 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 1 contract
Samples: Warrant Agreement (Avitar Inc /De/)
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 6.1.1 hereof or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or 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 reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase OptionWarrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of Shares issuable shares of Common Stock of the Company obtainable upon exercise of this Purchase Option Warrant immediately prior to such event; and if any reclassification also results in a change in shares . The provisions of Common Stock covered by Section 6.1.1, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1. shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 1 contract
Samples: Warrant Agreement (Video Network Communications Inc)
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock Shares (other than a change covered by Section 6.1.1 paragraphs (a) or (b) hereof or which that solely affects the par value of such shares of Class A Common StockShares), or in the case of any merger or consolidation of the Company Corporation with or into another corporation (other than a consolidation or merger in which the Company Corporation is the continuing corporation and which that does not result in any reclassification or reorganization of the outstanding shares of Class A Common StockShares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company Corporation as an entirety or substantially as an entirety in connection with which the Company Corporation is dissolved, the Holder of this Purchase Option Warrant holders shall thereafter have the right thereafter (until to purchase and receive, upon the expiration basis and upon the terms and conditions specified in the Warrants and in lieu of the right Class A Common Shares of exercise of this Purchase Option) to receive the Corporation immediately theretofore purchasable and receivable upon the exercise hereof, for of the same aggregate Exercise Price payable hereunder immediately prior to such eventrights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a that the Warrant Holder of the number of Shares issuable upon exercise of this Purchase Option would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Class A Common Stock Shares covered by Section 6.1.1paragraphs (a) or (b), then such adjustment shall be made pursuant to Sections 6.1.1paragraphs (a), 6.1.3 (b), (c) and then this Section 6.1paragraph (d). The provisions of this Subparagraph (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marathon Acquisition Corp.)
Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock other than a change covered by Section 6.1.1 hereof or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or 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 reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of Shares issuable upon exercise of this Purchase Option immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.1, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.16.
Appears in 1 contract