Special Dividends. If the Company shall issue or distribute to any holders of Shares, evidences of indebtedness, any other securities of the Company or any cash, property or other assets, and if such issuance or distribution does not constitute (a) a cash dividend or distribution out of surplus or net profits legally available therefor; (b) a Share Reorganization; or (c) a Below Market Distribution (any such nonexcluded event being herein called a "SPECIAL DIVIDEND"), then (i) the Exercise Price shall be decreased, effective immediately after the record date at which the holders of Shares are determined for purposes of such Special Dividend, to a price determined by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the Exercise Price per share of outstanding Shares on such record date less the then Fair Market Value of the evidences of indebtedness, securities or property or other assets issued or distributed in such Special Dividend with respect to one Share, and the denominator of which shall be the Exercise Price per share on such record date, and (ii) the number of Shares subject to purchase upon exercise of this Warrant shall be increased to a number determined by multiplying the number of Shares subject to purchase immediately before such Special Dividend by a fraction, the numerator of which shall be the Exercise Price in effect immediately before such Special Dividend and the denominator of which shall be the Exercise Price in effect immediately after such Special Dividend.
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Samples: Warrant Agreement (Performance Health Technologies Inc), Warrant Agreement (Performance Health Technologies Inc), Warrant Agreement (Performance Health Technologies Inc)
Special Dividends. If the Company shall issue or distribute to any holders of Shares, evidences of indebtedness, any other securities of the Company or any cash, property or other assets, and if such issuance or distribution does not constitute (a) a cash dividend or distribution out of surplus or net profits legally available therefor; (b) a Share Reorganization; or (c) a Below Market Distribution (any such nonexcluded event being herein called a "SPECIAL DIVIDENDSpecial Dividend"), then
then (i) the Exercise Price shall be decreased, effective immediately after the record date at which the holders of Shares are determined for purposes of such Special Dividend, to a price determined by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the Exercise Price per share of outstanding Shares on such record date less the then Fair Market Value of the evidences of indebtedness, securities or property or other assets issued or distributed in such Special Dividend with respect to one Share, and the denominator of which shall be the Exercise Price per share on such record date, and (ii) the number of Shares subject to purchase upon exercise of this Warrant shall be increased to a number determined by multiplying the number of Shares subject to purchase immediately before such Special Dividend by a fraction, the numerator of which shall be the Exercise Price in effect immediately before such Special Dividend and the denominator of which shall be the Exercise Price in effect immediately after such Special Dividend.
Appears in 2 contracts
Samples: Subscription Agreement (Performance Health Technologies Inc), Warrant Agreement (Performance Health Technologies Inc)
Special Dividends. If the Company shall issue or distribute to any holders of Shares, evidences of indebtedness, any other securities of the Company or any cash, property or other assets, and if such issuance or distribution does not constitute (a) a cash dividend or distribution out of surplus or net profits legally available therefor; (b) a Share Reorganization; or (c) a Below Market Distribution (any such nonexcluded event being herein called a "SPECIAL DIVIDEND"“Special Dividend”), then
then (i) the Exercise Price shall be decreased, effective immediately after the record date at which the holders of Shares are determined for purposes of such Special Dividend, to a price determined by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the Exercise Price per share of outstanding Shares on such record date less the then Fair Market Value of the evidences of indebtedness, securities or property or other assets issued or distributed in such Special Dividend with respect to one Share, and the denominator of which shall be the Exercise Price per share on such record date, and (ii) the number of Shares subject to purchase upon exercise of this Warrant shall be increased to a number determined by multiplying the number of Shares subject to purchase immediately before such Special Dividend by a fraction, the numerator of which shall be the Exercise Price in effect immediately before such Special Dividend and the denominator of which shall be the Exercise Price in effect immediately after such Special Dividend.
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Samples: Warrant Agreement (Performance Health Technologies Inc)
Special Dividends. If the Company KTI shall issue or distribute to any all or substantially all holders of Shares, shares of Common Stock evidences of in indebtedness, any other securities of the Company KTI or any cash, property or other assets, and if such issuance or distribution does not constitute (a) a regular cash dividend or distribution out of surplus or net profits legally available therefor; therefor (bdetermined in accordance with generally accepted accounting principles, consistently applied) or a Share Reorganization; or (c) a Below Market Distribution Common Stock Reorganization (any such nonexcluded event being herein called a "SPECIAL DIVIDENDSpecial Dividend"), then
(ia) the Exercise Price number of Option Shares issuable upon exercise of the Option shall be increased but not decreased), effective immediately after the record date at which the holders of Shares shares of Common Stock are determined for purposes of such Special Dividend, to a price the number determined by multiplying the Exercise Price then in effect number of Option Shares issuable upon exercise immediately before such Special Dividend by a fraction, the numerator of which shall be the Exercise Price Fair Market Value per share of outstanding Shares Common Stock on such record date and the denominator of which shall be the Fair Market Value per share of outstanding Common Stock of KTI on such record date less the then Fair Market Value of the evidences of indebtedness, securities securities, cash, or property or other assets issued or distributed in such Special Dividend with respect to one Shareshare of Common Stock, and the denominator of which shall be (b) the Exercise Price per share on such record date, and (ii) the number of Shares subject to purchase upon exercise of this Warrant shall be increased decreased (but not increased) to a number price determined by multiplying the number of Shares subject to purchase immediately before such Special Dividend Exerciser Price then in effect by a fraction, the numerator of which shall be the Exercise Price in effect number of Option Shares issuable upon exercise of the Option immediately before such Special Dividend and the denominator of which shall be the Exercise Price in effect number of Option Shares issuable upon exercise of the Option immediately after such Special Dividend.
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