Common use of Share Dividends and Splits Clause in Contracts

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 65 contracts

Samples: Security Agreement (Can-Fite BioPharma Ltd.), Placement Agent Warrant (Can-Fite BioPharma Ltd.), Warrant Agreement (Can-Fite BioPharma Ltd.)

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Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of the Ordinary Shares, ADSs or Shares any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 33 contracts

Samples: Placement Agent Ordinary Share Agreement (MediWound Ltd.), Series a Ordinary Share Purchase Agreement (MediWound Ltd.), Series a Ordinary Share Purchase Agreement (MediWound Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 29 contracts

Samples: Placement Agent Warrant (Purple Biotech Ltd.), Placement Agent Warrant (Purple Biotech Ltd.), Warrant Agreement (Purple Biotech Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of the Ordinary Shares, ADSs or Shares any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 19 contracts

Samples: Placement Agent Ordinary Share Purchase Warrant (Fenbo Holdings LTD), Placement Agent Ordinary Share Purchase Warrant (Fenbo Holdings LTD), Ordinary Share Purchase Warrant (Fenbo Holdings LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share stock dividend or otherwise makes a distribution or distributions on its Ordinary Common Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Common Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Common Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share stock split) outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or the Common Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Common Shares and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 18 contracts

Samples: Placement Agency Agreement (Snow Lake Resources Ltd.), Underwriting Agreement (GREENPOWER MOTOR Co INC.), Placement Agency Agreement (KWESST Micro Systems Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 17 contracts

Samples: Securities Agreement (AnPac Bio-Medical Science Co., Ltd.), Security Agreement (AnPac Bio-Medical Science Co., Ltd.), Securities Agreement (AnPac Bio-Medical Science Co., Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 11 contracts

Samples: Pre Funded Warrant Agreement (SaverOne 2014 Ltd.), Underwriting Agreement (Medigus Ltd.), Pre Funded Warrant Agreement (Medigus Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Class A Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Class A Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Class A Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Class A Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Class A Shares, ADSs or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Class A Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Class A Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 8 contracts

Samples: Warrant Agreement (BIT Mining LTD), Warrant Agreement (BIT Mining LTD), Warrant Agreement (BIT Mining LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged; provided, that any reduction in nominal value of Ordinary Shares without any dividend or distribution shall not lead to any such adjustment. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 8 contracts

Samples: Security Agreement (Addex Therapeutics Ltd.), Warrant Agreement (Addex Therapeutics Ltd.), Security Agreement (Addex Therapeutics Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of capital stock shares of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Gorilla Technology Group Inc.), Securities Purchase Agreement (Gorilla Technology Group Inc.), Securities Purchase Agreement (Gorilla Technology Group Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on of its Ordinary Shares or ADSs Common Stock or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs Common Stock (which, for avoidance of doubt, shall not include any ADSs Common Stock issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs Common Stock into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs Common Stock into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or Common Stock any shares of share capital stock of the Company, as applicable, then in each case (excluding a reverse share split, in which event this Section shall only be applicable one-time) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a2(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification. This proportional adjustment shall continue until such time as the Warrant is fully exercised.

Appears in 7 contracts

Samples: Security Agreement (Incannex Healthcare Inc.), Security Agreement (Incannex Healthcare Inc.), Security Agreement (Safe & Green Development Corp)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), ) as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs ADSs, as applicable, into a larger number of shares Ordinary Shares or ADSs, as applicable, applicable (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of shares of the Ordinary Shares, Shares or ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) ), outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 7 contracts

Samples: Security Agreement (CollPlant Holdings Ltd.), Security Agreement (CollPlant Holdings Ltd.), Security Agreement (CollPlant Holdings Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) ), outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares Ordinary Shares or ADSs, as applicable, issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 7 contracts

Samples: Warrant to Purchase Ordinary Shares (Safe-T Group Ltd.), Warrant Agreement (Safe-T Group Ltd.), Warrant Agreement (Safe-T Group Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSsshares, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSsshares, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs Shares or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 6 contracts

Samples: Security Agreement (G Medical Innovations Holdings Ltd.), Warrant Agreement (G Medical Innovations Holdings Ltd.), Warrant Agreement (G Medical Innovations Holdings Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its ADSs or Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in ADSs or Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs or Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding ADSs or Ordinary Shares or ADSs into a larger number of shares ADSs or ADSsOrdinary Shares, as applicable, (iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares or ADSs into a smaller number of shares ADSs or ADSsOrdinary Shares, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares, ADSs Shares or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 6 contracts

Samples: Securities Agreement (Biodexa Pharmaceuticals PLC), Securities Agreement (Biodexa Pharmaceuticals PLC), Securities Agreement (Biodexa Pharmaceuticals PLC)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares Ordinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 6 contracts

Samples: Warrant Agreement (RedHill Biopharma Ltd.), Placement Agent Warrant (RedHill Biopharma Ltd.), Warrant Agreement (RedHill Biopharma Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 5 contracts

Samples: Placement Agent Agreement (Steakholder Foods Ltd.), Redeemable Warrant Agreement (Steakholder Foods Ltd.), Placement Agent Warrant Agreement (Steakholder Foods Ltd.)

Share Dividends and Splits. i) If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock shares of the CompanyCompany (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”), as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 5 contracts

Samples: Securities Agreement (Lion Group Holding LTD), Security Agreement (Lion Group Holding LTD), Securities Agreement (Lion Group Holding LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs Common Stock or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs Common Stock (which, for avoidance of doubt, shall not include any ADSs Common Stock issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs Common Stock into a larger number of shares or ADSsCommon Stock, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs Common Stock into a smaller number of shares or ADSsshares, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs Common Stock or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common stock Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 5 contracts

Samples: Common Stock Purchase Warrant (Basanite, Inc.), Common Stock Purchase Warrant (Basanite, Inc.), Warrant Agreement (Basanite, Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of redesignates any other securities as Ordinary Shares, Shares or ADSs or any shares (v) issues Ordinary Shares or ADSs by way of capital stock capitalization of the Company, as applicableprofits or reserves, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such so that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after (if there is no record date) the effective date in of the case of a subdivision, combination or re-classificationtransaction giving rise to the adjustment.

Appears in 5 contracts

Samples: Securities Agreement (Akari Therapeutics PLC), Securities Agreement (Akari Therapeutics PLC), Securities Agreement (Akari Therapeutics PLC)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Samples: Pre Funded Warrant Agreement (Steakholder Foods Ltd.), Pre Funded Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.), Pre Funded Warrant Agreement (MeaTech 3D Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSsshares, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 4 contracts

Samples: Warrant Agreement (Nano Dimension Ltd.), Warrant Agreement (Nano Dimension Ltd.), Warrant Agreement (Nano Dimension Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs or Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, or (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, applicable or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (including Ordinary Shares represented by ADSs) or ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares (including Ordinary Shares represented by ADSs) or ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Samples: Security Agreement (ASLAN Pharmaceuticals LTD), Securities Agreement (ASLAN Pharmaceuticals LTD), Security Agreement (ASLAN Pharmaceuticals LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrantany of the Warrants), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) ), outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares, at an effective price per share less than the Exercise Price then in effect.

Appears in 4 contracts

Samples: Warrant (Anchiano Therapeutics Ltd.), Warrant Agreement (Anchiano Therapeutics Ltd.), Warrant Agreement (Anchiano Therapeutics Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares Ordinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable outstanding immediately after such event, and the number of shares Ordinary Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Samples: Warrant Amendment and New Warrant Issuance Agreement (Kazia Therapeutics LTD), Securities Agreement (Kazia Therapeutics LTD), Securities Agreement (Kazia Therapeutics LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a share dividend on its Ordinary Shares or otherwise makes a distribution on any class of share capital issued and outstanding on the Original Issue Date and in accordance with the terms of such shares on the Original Issue Date or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities as amended, as described in the Registration Statement, that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableShares, (ii) subdivides its outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableOrdinary Shares, (iii) combines (including by way of reverse share split) its outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSsOrdinary Shares, as applicable, or (iv) issues by reclassification reclassifies a class of share capital into Ordinary Shares, ADSs or any shares of capital stock Shares of the Company, or (v) conducts a bonus issue (as applicable, defined in the ASX Listing Rules) then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Ordinary Shares outstanding immediately before such event and the denominator of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 3 contracts

Samples: Warrant Agreement (Mesoblast LTD), Warrant Agreement (Mesoblast LTD), Warrant Agreement (Mesoblast LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 3 contracts

Samples: Warrant Agreement (Medigus Ltd.), Warrant to Purchase Ordinary Shares (Kitov Pharmaceuticals Holdings Ltd.), Warrant Agreement (Medigus Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents at an effective price per share less than the Exercise Price then in effect.

Appears in 3 contracts

Samples: Ordinary Share Purchase Warrant (NeuroSense Therapeutics Ltd.), Ordinary Share Purchase Warrant (NeuroSense Therapeutics Ltd.), Underwriter's Purchase Warrant (NeuroSense Therapeutics Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on pro rata to the record holders of its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides its outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) its outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of the Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Samples: Warrant Agreement (Global Internet of People, Inc.), Warrant Agreement (Global Internet of People, Inc.), Warrant Agreement (Global Internet of People, Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs Series B Preferred Stock or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs security of the Company that may be converted into Series B Preferred Stock (which, for avoidance of doubt, shall not include any ADSs shares of Series B Preferred Stock issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs shares of Series B Preferred Stock into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs shares of Series B Preferred Stock into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of Series B Preferred Stock any share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs shares of Series B Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs shares of Series B Preferred Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Samples: Warrant Agency Agreement (Wisa Technologies, Inc.), Preferred Stock Purchase Warrant (Wisa Technologies, Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its ADSs or Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in ADSs or Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs or Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding ADSs or Ordinary Shares or ADSs into a larger number of shares ADSs or ADSsOrdinary Shares, as applicable, (iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares or ADSs into a smaller number of shares ADSs or ADSsOrdinary Shares, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares, ADSs Shares or any shares of capital stock of the Company, as applicableCompany or (v) proportionately decreases or increases the ratio of Ordinary Share(s) per ADS, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Samples: Security Agreement (Biodexa Pharmaceuticals PLC), Securities Agreement (Biodexa Pharmaceuticals PLC)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of the Warrant ADSs purchasable under this Warrant will not be adjusted in the event that the Company or any Subsidiaries thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per ADS less than the Exercise Price then in effect.

Appears in 2 contracts

Samples: Underwriting Agreement (HW Electro Co., Ltd.), Underwriting Agreement (HW Electro Co., Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of shares of the Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Samples: Warrant Agreement (Loha Co. LTD), Warrant Agreement (Loha Co. Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Common Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Common Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Warrant Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Common Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Common Shares and such other shares of the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares and such other shares of the Company (excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Samples: Warrant Agency Agreement (1847 Holdings LLC), Warrant Agency Agreement (1847 Holdings LLC)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: on or after the Issuance Date, (i) pays a share dividend on one or more classes of its then outstanding Common Shares or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities class of share capital that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableCommon Shares, (ii) subdivides (by any share split, share dividend, recapitalization or otherwise) one or more classes of its then outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of combination, reverse share splitsplit or otherwise) one or more classes of its then outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicableshares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Common Shares outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2(a), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in the case of a subdivision, combination or re-classificationeffect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

Appears in 2 contracts

Samples: Loan Agreement (Globus Maritime LTD), Loan Agreement (Globus Maritime LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSsshares, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSsshares, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs Shares or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 2 contracts

Samples: Warrant Agreement (Inspira Technologies OXY B.H.N. LTD), Safe (Simple Agreement for Future Equity) (Inspira Technologies OXY B.H.N. LTD)

Share Dividends and Splits. i) If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock shares of the CompanyCompany (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”), as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. ii) [Reserved].

Appears in 2 contracts

Samples: Security Agreement (Lion Group Holding LTD), Securities Agreement (Lion Group Holding LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of shares of the Ordinary Shares, ADSs or Shares any shares of in the capital stock of the Company, as applicable, then in each case the Exercise Price shall (for purposes of Section 1(d)(i)) be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price calculated pursuant to Section 1(d)(i) shall remain unchanged, and the percentage of this the total number of Ordinary Shares outstanding (after giving effect to such event) represented by the Warrant Shares shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 3 shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 2 contracts

Samples: Warrant Agreement (uniQure N.V.), Warrant Agreement (uniQure N.V.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Ordinary Common Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Common Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Common Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or shares of the Common Shares any shares of capital stock shares of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Shares equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 2 contracts

Samples: Underwriters’ Warrant Agreement (Lytus Technologies Holdings PTV. Ltd.), Underwriters’ Warrant Agreement (Lytus Technologies Holdings PTV. Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share stock dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableOrdinary Shares, (iii) combines (including by way of reverse share stock split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableOrdinary Shares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares Ordinary Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Alta Global Group LTD), Underwriting Agreement (Alta Global Group LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Innovation Beverage Group LTD), Underwriting Agreement (Innovation Beverage Group LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a share dividend on its Common Shares or otherwise makes a distribution on any class of capital issued and outstanding on the Original Issue Date and in accordance with the terms of such capital on the Original Issue Date (or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities as amended), that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableCommon Shares, (ii) subdivides its outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableCommon Shares, (iii) combines (including by way of reverse share split) its outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicable, Common Shares or (iv) issues by reclassification of Ordinary Shares, ADSs or Common Shares any shares of capital stock additional Common Shares of the Company, as applicable, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Common Shares outstanding immediately before such event and the denominator of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 2 contracts

Samples: Underwriting Agreement (Zymeworks Inc.), Underwriting Agreement (Zymeworks Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs Series H Preferred Stock or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs security of the Company that may be converted into Series H Preferred Stock (which, for avoidance of doubt, shall not include any ADSs shares of Series H Preferred Stock issued by the Company upon exercise of this WarrantWarrant and shall not include any of the dividends to be paid to holders of shares of Series H Preferred Stock pursuant to Section 3 of the Series H Preferred Stock Certificate of Designation), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs shares of Series H Preferred Stock into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs shares of Series H Preferred Stock into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of Series H Preferred Stock any share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs shares of Series H Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs shares of Series H Preferred Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date and, in the case of a subdivision, combination or re-classification, shall become effective immediately after the effective date of such subdivision, combination or re-classification.

Appears in 2 contracts

Samples: Preferred Stock Purchase Warrant (Biolase, Inc), Preferred Stock Purchase Warrant (Biolase, Inc)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on of its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of share capital stock of the Company, as applicable, then in each case (excluding a reverse share split, in which event this Section shall only be applicable one-time) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a2(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification. This proportional adjustment shall continue until such time as the Warrant is fully exercised.

Appears in 2 contracts

Samples: Security Agreement (Edoc Acquisition Corp.), Securities Agreement (Edoc Acquisition Corp.)

Share Dividends and Splits. (A) If the Company, at any time while this Warrant is outstandingduring the Adjustment Period the Company shall: (i1) pays fix a record date for the issue of, or (without having fixed a record date therefor) issue, Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a share dividend dividend; (2) fix a record date for the distribution to, or otherwise makes (without having fixed a record date therefor) make a distribution to, the holders of all or distributions on its Ordinary substantially all of the outstanding Common Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Common Shares or ADSs (which, which for the avoidance of doubt, shall not include any ADSs Warrant Shares issued by the Company upon the exercise of this WarrantWarrant Certificate); (3) subdivide, as applicable, (ii) subdivides split or otherwise divide the outstanding Ordinary Common Shares or ADSs into a larger greater number of shares Common Shares; or ADSs(4) consolidate, as applicable, (iii) combines (including by way of reverse share split) reverse-split or otherwise aggregate the outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicable, or Common Shares (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Companyevents contemplated by the foregoing clauses (1), as applicable(2), (3) and (4) of this Section 6(a)(i)(A), a “Common Share Reorganization”), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury sharesadjusted, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders the Company Shareholders entitled to receive such dividend the distributions contemplated by the foregoing clauses (1) or distribution and shall become effective (2) of this Section 6(a)(i)(A) or immediately after the effective date in the case of such a subdivisionsubdivision or consolidation contemplated by the foregoing clauses (3) or (4) of this Section 6(a)(i)(A), combination to an amount equal to the product obtained, rounded to the nearest xxxxx, by multiplying the Exercise Price in effect immediately prior to any such adjustment by a fraction: (x) the numerator of which shall be the number of Common Shares outstanding on such record date or re-classificationeffective date, as the case may be, before giving effect to such Common Share Reorganization; and (y) the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization. (B) If at any time during the Adjustment Period any adjustment in the Exercise Price shall occur pursuant to this Section 6(a)(i) (any such adjustment, an “Exercise Price Change”), then the number of Warrant Shares purchasable upon the subsequent exercise of this Warrant Certificate shall be simultaneously adjusted so that it is equal to the product obtained by multiplying (I) the number of Common Shares purchasable upon the exercise of this Warrant Certificate immediately prior to the effectiveness of such Exercise Price Change by (II) a fraction of which (x) the numerator is the Exercise Price as in effect immediately prior to such Exercise Price Change and (y) the denominator is the Exercise Price as in effect immediately after such Exercise Price Change.

Appears in 2 contracts

Samples: Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in shares of Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs shares of Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding shares of Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding shares of Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of the Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Samples: Ordinary Shares Purchase Warrant (Todos Medical Ltd.), Ordinary Shares Purchase Warrant (Todos Medical Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs Series H Preferred Stock or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs Series H Preferred Stock (which, for avoidance of doubt, shall not include any ADSs shares of Series H Preferred Stock issued by the Company upon exercise of this WarrantWarrant and shall not include any of the dividends to be paid to holders of shares of Series H Preferred Stock pursuant to Section 3 of the Series H Preferred Stock Certificate of Designation), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs shares of Series H Preferred Stock into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs shares of Series H Preferred Stock into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of Series H Preferred Stock any share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs shares of Series H Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs shares of Series H Preferred Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Preferred Stock Purchase Warrant (Biolase, Inc)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share stock split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Shares Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 1 contract

Samples: Representative’s Warrant Agreement (Silynxcom Ltd.)

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Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity securities or equity equivalent securities Common Stock Equivalents payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or the Shares any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. In addition, on the tenth (10th) Trading Day following a Trigger Date, the Exercise Price shall be reduced, and only reduced, to the lesser of (i) the then Exercise Price and (ii) 100% of the average of the VWAPs for the ten (10) Trading Day period immediately following such Trigger Date (the “Reset Exercise Price”, which shall thereafter be the new Exercise Price, subject to further adjustment hereunder, and such ten (10) Trading Day period shall be referred to herein as a “Reset Measurement Period”). The Company shall notify each Holder of the applicable adjustment to the Exercise Price as of such date (each notice, a “Trigger Date Adjustment Notice”). For purposes of clarification, whether or not the Company provides a Trigger Date Adjustment Notice pursuant to this Section 3(a), each Holder shall only be required to pay the Reset Exercise Price with respect to such exercise, regardless of whether a Holder accurately refers to such price in any Notice of Exercise. If the aggregate Exercise Price paid by the Holder exceeds the amount that should have been paid based on the Reset Exercise Price, the Company shall promptly return any excess aggregate Exercise Price to the Holder. Any adjustment to the Exercise Price pursuant to this Section shall be effective retroactively to the first Trading Day of such Reset Measurement Period.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Nutex Health, Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 3.1 shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Pre Funded Warrant (Xylo Technologies LTD)

Share Dividends and Splits. If Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time while this Warrant is outstanding: on or after the Issuance Date, (i) declares and pays a share dividend on one or more classes of its then outstanding Shares or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities class of share capital that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableShares, (ii) subdivides (by any share split, share dividend, recapitalization or otherwise) or reclassifies one or more classes of its then-outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of combination, reverse share splitsplit or otherwise) or reclassifies one or more classes of its then outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicableshares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Shares outstanding immediately before the record date for such event dividend, distribution or the effective date of such subdivision, combination or reclassification, and of which the denominator shall be the number of ADSs Shares outstanding immediately after such eventdividend, and distribution, subdivision, combination or reclassification, as the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchangedcase may be. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationreclassification. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.

Appears in 1 contract

Samples: Warrant Agreement (ReneSola LTD)

Share Dividends and Splits. i. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock shares of the CompanyCompany (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”), as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Security Agreement (Lion Group Holding LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 1 contract

Samples: Warrant Agreement (RedHill Biopharma Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares Ordinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Warrant Agreement (Brainsway Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: on or after the Subscription Date, (i) pays a share dividend on one or more classes of its then outstanding Common Shares or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities class of share capital that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableCommon Shares, (ii) subdivides (by any share split, share dividend, recapitalization or otherwise) one or more classes of its then outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of combination, reverse share splitsplit or otherwise) one or more classes of its then outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicableshares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Common Shares outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2(a), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in the case of a subdivision, combination or re-classificationeffect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

Appears in 1 contract

Samples: Share and Warrant Purchase Agreement (Globus Maritime LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of the Ordinary Shares any share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 1 [As elected by such Holder by e-mail notice to the Company on or prior to the Initial Exercise Date.]

Appears in 1 contract

Samples: Class a Ordinary Share Purchase Agreement (Agm Group Holdings, Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Class A Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Class A Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Class A Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Class A Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Class A Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Pre Funded Warrant Agreement (Molecular Data Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its ADSs or Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in ADSs or Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any Ordinary Shares or ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares Ordinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares or ADSs into a smaller number of shares Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares, ADSs Shares or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (including any Ordinary Shares represented by ADSs) or ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares (including any Ordinary Shares represented by ADSs) or ADSs, as applicable, outstanding immediately after such event, and the number of shares Ordinary Shares or ADSs, as applicable, issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 1 contract

Samples: Warrant Agreement (ASLAN Pharmaceuticals LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides divides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSsshares, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicableor (v) issues any bonus shares, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivisiondivision, combination or combination, re-classificationclassification or bonus share issue. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Shares Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 1 contract

Samples: Warrant Agreement (Roadzen Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares, (iv) issues any bonus shares or ADSs, as applicable, or (ivv) issues by reclassification of Ordinary Shares, ADSs or Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination combination, bonus share issue or re-classification.

Appears in 1 contract

Samples: Securities Agreement (SWVL Holdings Corp)

Share Dividends and Splits. If the Company, at any time while this Warrant is issued and outstanding: , (i) pays a share dividend on its Common Shares or otherwise makes a distribution on any class of capital shares issued and outstanding on the Original Issue Date and in accordance with the terms of such shares on the Original Issue Date or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities as amended, that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableCommon Shares, (ii) subdivides its issued and outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableCommon Shares, (iii) combines (including by way of reverse share split) its issued and outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicable, Common Shares or (iv) issues by reclassification of Ordinary Shares, ADSs or capital shares any shares of capital stock additional Common Shares of the Company, as applicable, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Common Shares issued and outstanding immediately before such event and the denominator of which the denominator shall be the number of ADSs Common Shares issued and outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classification.combination. ​

Appears in 1 contract

Samples: Securities Agreement (Milestone Pharmaceuticals Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a share dividend on its Ordinary Shares or otherwise makes a distribution on any class of capital shares issued and outstanding on the Original Issue Date and in accordance with the terms of such shares on the Original Issue Date or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities as amended, that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableShares, (ii) subdivides its outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableOrdinary Shares, (iii) combines (including by way of reverse share split) its outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, Ordinary Shares or (iv) issues by reclassification of capital shares any additional Ordinary Shares, ADSs or any shares of capital stock Shares of the Company, as applicable, then in each such case the Exercise Price Number of Warrant Shares shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Ordinary Shares outstanding immediately before after such event and the denominator of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after before such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 1 contract

Samples: Share Surrender and Warrant Agreement (Zura Bio LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Common Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Common Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Common Shares issued by the Company upon exercise of this WarrantWarrant or upon exercise or conversion of any other securities which may be exercised for or converted into Common Shares or other equity or equity equivalent securities), as applicable, (ii) subdivides outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Common Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Common Share Purchase Warrant (LeddarTech Holdings Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Ordinary Common Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary shares of Common Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs shares of Common Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary shares of Common Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary shares of Common Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or shares of the Common Shares any shares of capital stock shares of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs shares of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs shares of Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Shares equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 1 contract

Samples: Representative’s Warrant Agreement (Lytus Technologies Holdings PTV. Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or Shares, ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, Shares or ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares (excluding treasury shares, if any) or ADSs outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Warrant (Belite Bio, Inc)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of the Warrant ADSs purchasable under this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.

Appears in 1 contract

Samples: Underwriting Agreement (Yoshitsu Co., LTD)

Share Dividends and Splits. (A) If the Company, at any time while this Warrant is outstandingduring the Adjustment Period the Company shall: (i1) pays fix a share dividend record date for the distribution to, or otherwise makes (without having fixed a record date therefor) make a distribution or distributions on its to, the holders of all of the outstanding Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, which for the avoidance of doubt, shall not include any ADSs Warrant Shares issued by the Company upon the exercise of this Warrant)Warrant Certificate); (2) subdivide, as applicable, (ii) subdivides split or otherwise divide the outstanding Ordinary Shares or ADSs into a larger greater number of shares Ordinary Shares; or ADSs(3) consolidate, as applicable, (iii) combines (including by way of reverse share split) reverse-split or otherwise aggregate the outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or Ordinary Shares (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Companyevents contemplated by the foregoing clauses (1), as applicable(2) and (3) of this Section 6(a)(i)(A), a “Ordinary Share Reorganization”), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury sharesadjusted, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders the Company Shareholders entitled to receive such dividend the distributions contemplated by the foregoing clause (1) of this Section 6(a)(i)(A) or distribution and shall become effective immediately after the effective date in the case of such a subdivisionsubdivision or consolidation contemplated by the foregoing clauses (2) or (3) of this Section 6(a)(i)(A), combination to an amount equal to the product obtained, rounded to the nearest pxxxx, by multiplying the Exercise Price in effect immediately prior to any such adjustment by a fraction: (x) the numerator of which shall be the number of Ordinary Shares outstanding on such record date or re-classificationeffective date, as the case may be, before giving effect to such Ordinary Share Reorganization; and (y) the denominator of which shall be the number of Ordinary Shares which will be outstanding immediately after giving effect to such Ordinary Share Reorganization. (B) If at any time during the Adjustment Period any adjustment in the Exercise Price shall occur pursuant to this Section 6(a)(i) (any such adjustment, an “Exercise Price Change”), then the number of Warrant Shares purchasable upon the subsequent exercise of this Warrant Certificate shall be simultaneously adjusted so that it is equal to the product obtained by multiplying (I) the number of Ordinary Shares purchasable upon the exercise of this Warrant Certificate immediately prior to the effectiveness of such Exercise Price Change by (II) a fraction of which (x) the numerator is the Exercise Price as in effect immediately prior to such Exercise Price Change and (y) the denominator is the Exercise Price as in effect immediately after such Exercise Price Change.

Appears in 1 contract

Samples: Warrant to Purchase Ordinary Shares (Galaxy Digital Holdings Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs Shares or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Underwriting Agreement (The9 LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any Ordinary Shares or ADSs, at an effective price per share less than the Exercise Price then in effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medigus Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a share dividend on its Ordinary Shares or otherwise makes a distribution on any class of share capital issued and outstanding on the Original Issue Date and in accordance with the terms of such shares on the Original Issue Date or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities as amended, as described in the Registration Statement, that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableShares, (ii) subdivides its outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicableOrdinary Shares, (iii) combines (including by way of reverse share split) its outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, Ordinary Shares or (iv) issues by reclassification of share capital any additional Ordinary Shares, ADSs or any shares of capital stock Shares of the Company, as applicable, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Ordinary Shares outstanding immediately before such event and the denominator of which the denominator shall be the number of ADSs Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 1 contract

Samples: Underwriting Agreement (Wave Life Sciences Ltd.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstandingoutstanding and exercisable: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs or Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, or (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, applicable or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of share capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (including Ordinary Shares represented by ADSs) or ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares (including Ordinary Shares represented by ADSs) or ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Securities Agreement (ASLAN Pharmaceuticals LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable, or (iv) issues by reclassification of Ordinary Shares, ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares or ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs outstanding immediately after such event, and the number of shares Ordinary Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents or ADS, at an effective price per Ordinary Share less than the Exercise Price then in effect.

Appears in 1 contract

Samples: Security Agreement (Fresh2 Group LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or ADSs ADSs, as applicable, into a larger number of shares Ordinary Shares or ADSs, as applicable, applicable (iii) combines (including by way of reverse share split) outstanding Ordinary Shares or ADSs into a smaller number of shares Ordinary Shares or ADSs, as applicable, or (iv) issues by reclassification of shares of the Ordinary Shares, Shares or ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable (excluding treasury shares, if any) ), outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Security Agreement (CollPlant Biotechnologies LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Common Shares or ADSs or any other equity or equity equivalent securities Common Share Equivalents payable in Ordinary Common Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Common Shares issued by the Company upon exercise of this WarrantWarrant or upon exercise or conversion of any other securities which may be exercised for or converted into Common Shares or other equity or equity equivalent securities), as applicable, (ii) subdivides outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share split) outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or Common Shares any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Pre Funded Common Share Purchase Warrant (LeddarTech Holdings Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is issued and outstanding: , (i) pays a share dividend on its Common Shares or otherwise makes a distribution on any class of capital shares issued and outstanding on the Original Issue Date and in accordance with the terms of such shares on the Original Issue Date or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities as amended, that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableCommon Shares, (ii) subdivides its issued and outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableCommon Shares, (iii) combines (including by way of reverse share split) its issued and outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicable, Common Shares or (iv) issues by reclassification of Ordinary Shares, ADSs or capital shares any shares of capital stock additional Common Shares of the Company, as applicable, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Common Shares issued and outstanding immediately before such event and the denominator of which the denominator shall be the number of ADSs Common Shares issued and outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 1 contract

Samples: Security Agreement (Milestone Pharmaceuticals Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share stock dividend or otherwise makes a distribution or distributions on its Ordinary Shares or and/or ADSs or any other equity or equity equivalent securities payable in Ordinary Shares or and/or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Shares or and/or ADSs into a larger number of shares or ADSs, as applicablethe ratio of Ordinary Shares per ADS is reduced, (iii) combines (including by way of reverse share stock split) outstanding Ordinary Shares or and/or ADSs into a smaller number of shares or ADSs, as applicablethe ratio of Ordinary Shares per ADS is increased, or (iv) issues by reclassification of Ordinary Shares, Shares and/or ADSs or any shares of capital stock of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Ordinary Shares or ADSs, as applicable, and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Ordinary Shares or ADSs, as applicable and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchangedequal the aggregate Exercise Price on the Initial Exercise Date. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Warrant Agreement (SOS LTD)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Common Shares or ADSs or any other equity or equity equivalent securities payable in Ordinary Common Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs Common Shares issued by the Company upon exercise of this Warrant), as applicable, (ii) subdivides outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableshares, (iii) combines (including by way of reverse share stock split) outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicableshares, or (iv) issues by reclassification of Ordinary Shares, ADSs or the Common Shares any shares of capital stock shares of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. If at any time and from time to time when this Warrant is outstanding there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the Common Share (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”) and the Event Market Price is less than the Exercise Price then in effect (after giving effect to the adjustment in this Section 3), then on the sixth (6th) Trading Day immediately following such Share Combination Event Date, the Exercise Price then in effect on such sixth (6th) Trading Day (after giving effect to the adjustment in this Section 3(a)) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made. For purposes hereof, the “Event Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the VWAP of the Common Share for each of the five (5) Trading Days ending and including the Trading Day immediately preceding the sixth (6th) Trading Day after such Share Combination Event Date, divided by (y) five (5).

Appears in 1 contract

Samples: Securities Agreement (Vision Marine Technologies Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a share dividend on its Common Shares or otherwise makes a distribution on any class of share capital issued and outstanding on the Original Issue Date and in accordance with the terms of such share capital on the Original Issue Date or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities as amended, as described in the Registration Statement, that is payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicableCommon Shares, (ii) subdivides its outstanding Ordinary Common Shares or ADSs into a larger number of shares or ADSs, as applicableCommon Shares, (iii) combines (including by way of reverse share split) its outstanding Ordinary Common Shares or ADSs into a smaller number of shares or ADSs, as applicable, Common Shares or (iv) issues by reclassification of Ordinary Shares, ADSs or share capital any shares of capital stock additional Common Shares of the Company, as applicable, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of ADSs (excluding treasury shares, if any) Common Shares outstanding immediately before such event and the denominator of which the denominator shall be the number of ADSs Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 1 contract

Samples: Pre Funded Warrant Agreement (Mind Medicine (MindMed) Inc.)

Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (: i) pays a share dividend or otherwise makes a distribution or distributions on shares of its Ordinary Shares or ADSs or any other equity or equity equivalent securities Ordinary Share Equivalents payable in Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any ADSs shares of Ordinary Shares issued by the Company upon exercise of this Warrant), as applicable, (, ii) subdivides outstanding shares of Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (shares, iii) combines (including by way of reverse share split) outstanding shares of Ordinary Shares or ADSs into a smaller number of shares or ADSsshares, as applicable, or (or iv) issues by reclassification of shares of Ordinary Shares, ADSs Shares or any shares of capital stock share of the Company, as applicable, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs shares of Common Shares and such other capital shares of the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of ADSs shares of Ordinary Shares and such other capital shares of the Company (excluding treasury shares, if any) outstanding immediately after such event, and the number of shares of Ordinary Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Ordinary Shares Purchase Warrant (Rail Vision Ltd.)

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