Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 249 contracts
Samples: Underwriting Agreement (Apimeds Pharmaceuticals US, Inc.), Representative’s Warrant Agreement (Venu Holding Corp), Underwriting Agreement (Venu Holding Corp)
Stock Dividends and Splits. If the Company, at any time while this Warrant Preferred Investment Option is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this WarrantPreferred Investment Option), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 35 contracts
Samples: Preferred Investment Option (Onconetix, Inc.), Security Agreement (Microbot Medical Inc.), Placement Agent Agreement (Microbot Medical Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 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 34 contracts
Samples: Warrant Agreement (Marpai, Inc.), Underwriting Agreement (Marpai, Inc.), Representative’s Warrant Agreement (Marpai, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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, subject to the limitation on fractional shares in Section 2(d)(v). Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 33 contracts
Samples: Pre Funded Common Stock Agreement (Agrify Corp), Security Agreement (NeuBase Therapeutics, Inc.), Common Stock Purchase Warrant (Seelos Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 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 Equivalentsequivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 24 contracts
Samples: Underwriting Agreement (Tharimmune, Inc.), Representative’s Warrant Agreement (Tharimmune, Inc.), Underwriting Agreement (OMNIQ Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), provided that this clause (i) shall not apply to shares of Common Stock issued solely in connection with dividends required to be paid under the terms and conditions of the Series D Convertible Preferred Stock, and/ or other securities issued and outstanding on the date of this Warrant, provided that such stock dividend or distribution shall be issued pursuant to the terms of such other securities as of the date of this Warrant, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, 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 unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 22 contracts
Samples: Securities Agreement (Global Diversified Industries Inc), Security Agreement (Certified Diabetic Services Inc), Security Agreement (Net TALK.COM, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock share dividend or otherwise makes a distribution or distributions on shares of its Common Stock ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares or ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares or ADSs into a larger number of sharesOrdinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse stock share split) outstanding shares of Common Stock ADSs or Ordinary Shares into a smaller number of sharesOrdinary Shares or ADSs, as applicable, or (iv) issues by reclassification of shares of the Common Stock ADSs, Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 18 contracts
Samples: Securities Agreement (Biodexa Pharmaceuticals PLC), Security Agreement (Biodexa Pharmaceuticals PLC), Securities Agreement (Biodexa Pharmaceuticals PLC)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrantthe Warrants or the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effectreclassification.
Appears in 17 contracts
Samples: Warrant Agreement (Bioquest Corp), Security Agreement (Tocca Life Holdings, Inc.), Security Agreement (Metatron Apps, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the CompanyCompany (collectively with the actions described in (i), (ii), (iii) and (iv), a “Share Reorganization”), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 but if the Company shall legally abandon any such dividend, distribution, subdivision, combination or any Subsidiary thereofreclassification prior to effecting such action, as applicable, sells or grants any option no adjustment shall be made pursuant to purchase, or sell or grant any right to reprice, or otherwise dispose this Section 3(a) in respect 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 effectsuch action.
Appears in 14 contracts
Samples: Warrant Agreement (Better Choice Co Inc.), Warrant Agreement (Better Choice Co Inc.), Warrant Agreement (Better Choice Co Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or any 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 11 contracts
Samples: Underwriting Agreement (Modular Medical, Inc.), Representative’s Purchase Warrant (Alpha Cognition Inc.), Representative’s Purchase Warrant (Gain Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock splitshare split or consolidation) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 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 Shares or Common Stock Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 10 contracts
Samples: Purchase Warrant Agreement (Draganfly Inc.), Underwriting Agreement (Draganfly Inc.), Underwriting Agreement (BriaCell Therapeutics Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock or share split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 Shares or Common Stock Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 10 contracts
Samples: Placement Agency Agreement (KWESST Micro Systems Inc.), Warrant Agreement (BriaCell Therapeutics Corp.), Placement Agency Agreement (BriaCell Therapeutics Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of sharesshares (each event described in this clause (iii), a “Share Combination Event”, and the date of the Share Combination Event, the “Share Combination Event Date”), or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (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 In addition to this Section 3(a) shall become effective immediately the adjustments set forth above, if at any time and from time to time on or after the record date for Restated Issuance Date there occurs any Share Combination Event and the determination lowest VWAP during the 5 consecutive Trading Days commencing on the Share Combination Event Date (the “Event Market Price”) (provided if the Share Combination Event is effective after close of stockholders entitled to receive such dividend or distribution and Trading on the primary Trading Market, then commencing on the next Trading Day which period shall become effective immediately after be 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“Share Combination Adjustment Period”) any Common Stock or Common Stock Equivalents, at an effective price per share is less than the Exercise Price then in effecteffect (after giving effect to the adjustment in the clause above and Section 3(b) below), then at the close of trading on the primary Trading Market on the last day of the Share Combination Adjustment Period, the Exercise Price then in effect on such 5th Trading Day 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, and if this Warrant is exercised, on any given Exercise Date during the Share Combination Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Exercise Date, such applicable Share Combination Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Exercise Date and the Event Market Price on such applicable Exercise Date will be the lowest VWAP of the Common Stock immediately prior to the Share Combination Event Date and ending on, and including the Trading Day immediately prior to such Exercise Date.
Appears in 10 contracts
Samples: Common Stock Purchase Agreement (Smart for Life, Inc.), Common Stock Purchase Agreement (Smart for Life, Inc.), Common Stock Purchase Agreement (Smart for Life, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. By way of example and not limitation, in the event of a forward split of the Common Stock following the Issue Date in which each share of Common Stock is converted into two shares of Common Stock, the Exercise Price shall be reduced by 50%, and in the event of a reverse split of the Common Stock following the Issue Date in which each two shares of Common Stock are converted into one share of Common Stock, the Exercise Price shall be increased by 100%, in each case without adjustment to the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Shares for which is Warrant shall remain unchangedremains exercisable. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 10 contracts
Samples: Common Stock Purchase Warrant (Metavesco, Inc.), Common Stock Purchase Warrant (Waterside Capital Corp), Common Stock Purchase Warrant (Waterside Capital Corp)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Vallon Pharmaceuticals, Inc.), Representative’s Warrant Agreement (Vallon Pharmaceuticals, Inc.), Underwriting Agreement (Vallon Pharmaceuticals, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 Shares or Common Stock Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 7 contracts
Samples: Warrant Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (Vision Marine Technologies Inc.), Underwriting Agreement (FG Group Holdings Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, 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 shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Warrant shall remain unchangedevent. 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 stockholders 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), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such 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 effectissuance.
Appears in 7 contracts
Samples: Warrant Agreement (Cidara Therapeutics, Inc.), Securities Purchase Agreement (iTeos Therapeutics, Inc.), Securities Purchase Agreement (Enliven Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 Common Stock Shares or Common Stock Shares Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Brag House Holdings, Inc.), Underwriting Agreement (Nyiax, Inc.), Underwriting Agreement (Nyiax, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this WarrantWarrant or any other Warrants or upon conversion of any Debentures issued pursuant to the Purchase Agreement), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unexercised portion of this Warrant at the time of such rescission or cancellation) 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 6 contracts
Samples: Security Agreement (PLC Systems Inc), Securities Agreement (PLC Systems Inc), Security Agreement (PLC Systems Inc)
Stock Dividends and Splits. If the Company, at any time while this a Warrant is outstanding: (ia) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this a Warrant), (iib) subdivides outstanding shares of Common Stock into a larger number of shares, (iiic) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivd) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case (i) the Exercise Price of each outstanding Warrant shall be multiplied increased or decreased to an amount determined by multiplying (x) the Exercise Price in effect immediately prior to such event by (y) a fraction fraction, the numerator of which the numerator shall be is the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be is the number of shares of Common Stock outstanding immediately after such event, event and (ii) the number of shares Warrant Shares issuable upon exercise of this each outstanding Warrant shall be proportionately adjusted such that the aggregate Aggregate Warrant Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 5.2 shall become effective immediately after the record date for the determination of 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 In the purposes of clarificationevent that such dividend or distribution is not so made, the Exercise Price and the number of this Warrant will Shares issuable upon exercise of each outstanding Warrant shall be readjusted, effective as of the date when the Board determines not be adjusted in the event that the Company to make such dividend or any Subsidiary thereofdistribution, 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 that would then be in effecteffect and the number of Warrant Shares issuable upon exercise of each outstanding Warrant if such record date had not been fixed.
Appears in 6 contracts
Samples: Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.)
Stock Dividends and Splits. If the Company, at any time while this Purchase Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock the Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon (A) exercise of this WarrantPurchase Warrant or (B) exercise, conversion or exchange of options, warrants, preferred stock, convertible notes, other convertible securities or other Common Stock Equivalents), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Purchase Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Purchase Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 6.1 shall become effective immediately after the record date for the determination of stockholders 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, neither the Exercise Price of this Purchase Warrant nor the number of shares issuable upon exercise of this Purchase Warrant will not be adjusted in the event that the Company or any Subsidiary subsidiary thereof, as applicable, sells or grants any option to purchase, or sell sells or grant grants any right to reprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, sale, grant or any option to purchase or other disposition) any Common Stock Shares or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 5 contracts
Samples: Warrant Agreement (Thoughtful Media Group Inc.), Representative’s Warrant Agreement (Fly-E Group, Inc.), Representative’s Warrant Agreement (Fly-E Group, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 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 (Biohitech Global, Inc.), Common Stock Purchase Warrant (Sg Blocks, Inc.), Series a Common Stock Purchase Warrant (Sg Blocks, Inc.)
Stock Dividends and Splits. If the Company, Company shall at any time while or from time to time effect a stock split or other subdivision of the outstanding Common Stock, the Exercise Price then in effect immediately before that stock split or other subdivision shall be proportionately decreased. If the Company shall at any time or from time to time consummate a reverse stock split or otherwise combine the outstanding shares of Common Stock, the Exercise Price then in effect immediately before the reverse stock split or other combination shall be proportionately increased. Any adjustment under this Warrant is outstanding: clause shall become effective at the close of business on the date the stock split, reverse stock split or other subdivision or combination becomes effective. In the event the Company at any time or from time to time shall make, issue or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Exercise Price then in effect shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction:
(i) pays a stock dividend or otherwise makes a distribution or distributions on shares the numerator of its Common Stock or any other equity or equity equivalent securities payable in shares which shall be the total number of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by and outstanding immediately prior to the Company upon exercise time of this Warrant)such issuance or the close of business on such record date, and
(ii) subdivides outstanding the denominator of which shall be the total number of shares of Common Stock into a larger number issued and outstanding immediately prior to the time of shares, (iii) combines (including by way such issuance or the close of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be business on such record date plus the number of shares of Common Stock (excluding treasury sharesissuable in payment of such dividend or distribution; provided, however, if any) outstanding immediately before such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made 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 clause as of the time of actual payment of such dividends or distributions. In the event the Company at any time or from time to time shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then and in each such event and of which the denominator provision shall be made so that the Holder shall receive upon exercise of this Warrant in addition to the number of shares of Common Stock outstanding immediately after receivable thereupon, the amount of securities of the Company that it would have received had this Warrant been exercised into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the exercise date, retained such securities receivable by them as aforesaid during such period, giving application to all adjustments called for during such period with respect to the rights of the Holder. 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, 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 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 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: Management Consulting Agreement, Warrant Agreement (Dynacast Inc.), Management Consulting Agreement (Dynacast Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 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 Equivalentscommon stock equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 If the purposes Company, at any time while this Warrant is outstanding, authorizes and issues an additional class of clarificationcommon or special stock, with dividend and voting rights at a ratio different than the existing class of Common Stock (the “New Common Stock”), then this Warrant shall automatically become exercisable, at the election of the Holder, for shares of New Common Stock at an adjusted Exercise Price proportional to the then-current Exercise Price multiplied by a fraction, the Exercise Price numerator of this Warrant will not which shall be adjusted in the event that number of votes per share of 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 class of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any New Common Stock or Common Stock Equivalents, at an effective price and the denominator of which shall be the number of votes per share less than of the Exercise Price then in effectexisting class of Common Stock.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Prairie Operating Co.), Securities Purchase Agreement (Creek Road Miners, Inc.), Common Stock Purchase Agreement (Prairie Operating Co.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Common Stock or Common Stock Equivalentsequivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 4 contracts
Samples: Security Agreement (ProPhase Labs, Inc.), Underwriting Agreement (Catasys, Inc.), Underwriting Agreement (Catasys, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 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 purposes of clarificationCommon Stock (each, a “Share Combination Event”, and such date thereof, the Exercise “Share Combination Event Date”) and the Event Market 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 is less than the Exercise Price then in effecteffect (after giving effect to the adjustment in this Section 3(a)), 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 Stock 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 4 contracts
Samples: Common Share Purchase Warrant (Mangoceuticals, Inc.), Common Share Purchase Warrant (Mangoceuticals, Inc.), Common Share Purchase Warrant (Mangoceuticals, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the CompanyCompany (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 If at any time and from time to time on or after the purposes of clarification, the Exercise Price date of this Warrant will not be adjusted in there occurs any Share Combination Event and the event that the Company or any Subsidiary thereof, Event Market Price (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 dispositiondefined below) any Common Stock or Common Stock Equivalents, at an effective price per share is less than the Exercise Price then in effecteffect (after giving effect to the adjustment in clause 3(a) above), then on the fifth (5th) Trading Day immediately following such Share Combination Event, the Exercise Price then in effect on such fifth (5th) Trading Day (after giving effect to the adjustment in clause 3(a) above) 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. “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 shares of Common Stock for each of the five (5) Trading Days following such Share Combination Event divided by (y) five (5). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Sintx Technologies, Inc.), Common Stock Purchase Warrant (Sintx Technologies, Inc.), Warrant Agreement (Sintx Technologies, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock share dividend or otherwise makes a distribution or distributions on shares of its Common Stock ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares or ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares or ADSs into a larger number of sharesOrdinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse stock share split) outstanding shares of Common Stock ADSs or Ordinary Shares into a smaller number of sharesOrdinary Shares or ADSs, as applicable, or (iv) issues by reclassification of shares of the Common Stock ADSs, Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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-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 4 contracts
Samples: Non Tradeable Warrant to Purchase Ordinary Shares (RanMarine Technology B.V.), Tradeable Warrant to Purchase Ordinary Shares (RanMarine Technology B.V.), Non Tradeable Warrant to Purchase Ordinary Shares (RanMarine Technology B.V.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 Shares or Common Stock Shares Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Gamer Pakistan Inc), Underwriting Agreement (Gamer Pakistan Inc), Underwriting Agreement (Gamer Pakistan Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Innovation Beverage Group LTD), Representative’s Warrant Agreement (CytoMed Therapeutics LTD), Underwriting Agreement (CytoMed Therapeutics LTD)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders 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 of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the case period that an Exercise Price is calculated hereunder, then the calculation of a subdivision, combination or re-classificationsuch Exercise Price shall be adjusted appropriately to reflect such event. For the purposes of clarification, Simultaneously with any adjustment to the Exercise Price pursuant to this paragraph (a), the number of Warrant Shares that may be purchased upon exercise of this Warrant will not shall be adjusted in increased or decreased proportionately, so that after such adjustment 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 aggregate Exercise Price then payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effecteffect immediately prior to such adjustment.
Appears in 4 contracts
Samples: Warrant Agreement (Wolverine Tube Inc), Securities Agreement (Access Integrated Technologies Inc), Securities Agreement (Access Integrated Technologies Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Series B Preferred Stock or any other equity or equity equivalent securities payable in shares of Common Series B Preferred Stock (which, for avoidance of doubt, shall not include any shares of Common Series B Preferred Stock issued by the Company upon exercise of this Warrantthe Warrants or the Note), (ii) subdivides outstanding shares of Common Series B Preferred Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Series B Preferred Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Series B Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Series B Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effectreclassification.
Appears in 3 contracts
Samples: Security Agreement (Stratus Capital Corp), Security Agreement (Stratus Capital Corp), Security Agreement (Stratus Capital Corp)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (iiB) subdivides or reclassifies outstanding shares of Common Stock into a larger number of shares, (iiiC) combines or reclassifies (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, (D) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock, or (ivE) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such so that the aggregate Holder of any Warrant thereafter exercised shall be entitled to receive the number of shares of capital stock of the Company which such Holder would have owned immediately following such action had such Warrant been exercised immediately prior thereto. If, after an adjustment, a Holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall determine the allocation of the adjusted Exercise Price between the classes of this Warrant capital stock. The adjustment referenced herein shall remain unchangedbe made successively whenever any event listed above shall occur. Any adjustment made pursuant to clause (A) of this Section 3(a4(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and any adjustment pursuant to clause (B), (C), (D) or (E) 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 3 contracts
Samples: Securities Purchase Agreement (Melco International Development LTD), Securities Purchase and Product Participation Agreement (Vendingdata Corp), Securities Purchase Agreement (Vendingdata Corp)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Series D Preferred Stock or any other equity or equity equivalent securities payable in shares of Common Series D Preferred Stock (which, for avoidance of doubt, shall not include any shares of Common Series D Preferred Stock issued by the Company upon exercise of this Warrantthe Warrants or the Note), (ii) subdivides outstanding shares of Common Series D Preferred Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Series D Preferred Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Series D Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Series D Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Series D 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effectreclassification.
Appears in 3 contracts
Samples: Security Agreement (TPT Global Tech, Inc.), Security Agreement (TPT Global Tech, Inc.), Security Agreement (TPT Global Tech, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock share dividend or otherwise makes a distribution or distributions on shares of its Common Stock ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares or ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares or ADSs into a larger number of sharesOrdinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse stock share split) outstanding shares of Common Stock ADSs or Ordinary Shares into a smaller number of sharesOrdinary Shares or ADSs, as applicable, or (iv) issues by reclassification of shares of the Common Stock ADSs, Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock ADSs (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 3 contracts
Samples: Warrant Agreement (TC BioPharm (Holdings) PLC), Placement Agent Agreement (TC BioPharm (Holdings) PLC), Warrant Agreement (TC BioPharm (Holdings) PLC)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions Distribution (as defined below) on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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(b) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution Distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For ; provided that if such record date is fixed and such dividend is not fully paid or such Distribution is not fully made on the purposes of clarificationdate fixed therefor, the Exercise Price shall be recomputed accordingly as of this Warrant will not the close of business on such record date and thereafter such Exercise Price shall be adjusted in pursuant to this Section 2(b) to reflect the event that the Company actual payment of such dividends 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 effectDistributions.
Appears in 3 contracts
Samples: Securities Agreement (Inseego Corp.), Security Agreement (Inseego Corp.), Security Agreement (Inseego Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or any 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 3 contracts
Samples: Warrant Agreement (Sintx Technologies, Inc.), Warrant Agreement (Sintx Technologies, Inc.), Warrant Agreement (Sintx Technologies, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 In addition to the purposes adjustment provided in the first sentence of clarificationthis Section above, in the event the Company (x) subdivides outstanding shares of Common Stock into a larger number of shares or (y) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, the Exercise Price shall be further adjusted to the lower of this Warrant will not be (a) the Exercise Price as adjusted in the event that first sentence of this Section 3(a) and (b) the Company average of the VWAPs for the 5 Trading Days immediately following the date on which the applicable subdivision 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 effectcombination becomes effective.
Appears in 3 contracts
Samples: Securities Agreement (ONCOSEC MEDICAL Inc), Security Agreement (ONCOSEC MEDICAL Inc), Security Agreement (ONCOSEC MEDICAL Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares securities 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Fat Brands, Inc), Underwriting Agreement (Fat Brands, Inc), Underwriting Agreement (Fat Brands, Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 thereofsubsidiary of the Company , 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 3 contracts
Samples: Placement Agency Agreement (Biovie Inc.), Placement Agency Agreement (Biovie Inc.), Placement Agency Agreement (Biovie Inc.)
Stock Dividends and Splits. If the Company, at any time from and after the Issuance Date and while this Warrant is outstanding: (i) pays a subdivides (by any stock dividend split, stock dividend, recapitalization or otherwise makes a distribution otherwise) one or distributions on shares more classes of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased, or (iiiii) combines (including by way of combination, reverse stock splitsplit or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall in effect immediately prior to such combination will be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, proportionately increased and the number of shares issuable upon exercise of this Warrant shall Shares will be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchangeddecreased. Any adjustment made pursuant to under this Section 3(a) shall become effective immediately after at the record close of business on the date the subdivision or combination becomes effective. If any event occurs of the type contemplated by the provisions of this Section 3(a) but not expressly provided for by such provisions (including, without limitation, the determination granting of stockholders entitled stock appreciation rights, phantom stock rights or other rights with equity features to receive such dividend or distribution and shall become effective immediately after the effective date holders of the Company’s equity securities), then the Company’s Board of Directors will make an appropriate adjustment in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder as if it had been a holder of the shares of Common Stock issuable upon exercise of this Warrant (without regard to any limitation on such exercise of this Warrant); provided, that no such adjustment 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 increase the Exercise Price then or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 3(a) in effectany manner that is adverse to the Holder.
Appears in 3 contracts
Samples: Security Agreement (Palatin Technologies Inc), Securities Agreement (Palatin Technologies Inc), Security Agreement (Palatin Technologies Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock ADSs or Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock ADSs or Ordinary Shares into a larger number of ADSs or shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock ADSs or Ordinary Shares into a smaller number of ADSs or shares, or (iv) issues by reclassification of shares of the Common Stock ADSs, Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock ADSs or Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock ADSs or Ordinary Shares (as applicable) outstanding immediately after such event, and the number of shares ADSs 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 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 Common Stock or Common Stock Equivalents, ADSs at an effective price per share less than the Exercise Price then in effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Nova Minerals LTD), Underwriting Agreement (Nova Minerals LTD), Underwriting Agreement (Nova Minerals LTD)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (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 In the case of a dividend or distribution, any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and in the case of a subdivision, combination or re-classification, any adjustment made pursuant to this Section 3(a) 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 3 contracts
Samples: Common Stock Purchase Warrant (Novan, Inc.), Common Stock Purchase Warrant (Novan, Inc.), Pre Funded Common Stock Purchase Warrant (Novan, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this Warrant), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction fraction, of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted in an inverse manner (e.g., an increase in the Exercise Price shall result in a decrease in the number of shares of Common Stock), such that the aggregate Exercise Price of this Warrant shall remain unchanged. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the Exercise Price shall be rounded down to the nearest one hundredth of a cent. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 3 contracts
Samples: Warrant Agreement (Immunomedics Inc), Warrant Agreement (Argos Therapeutics Inc), Underwriting Agreement (Immunomedics Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this WarrantNote), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the CompanyCompany (collectively with the actions described in (i), (ii), (iii) and (iv), a “Share Reorganization”), then in each case the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant Note shall be proportionately adjusted such that the aggregate Exercise Conversion Price of this Warrant Note shall remain unchanged. Any adjustment made pursuant to this Section 3(a6(a) shall become effective immediately after the record date for the determination of 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 but if the Company shall legally abandon any such dividend, distribution, subdivision, combination or any Subsidiary thereofreclassification prior to effecting such action, as applicable, sells or grants any option no adjustment shall be made pursuant to purchase, or sell or grant any right to reprice, or otherwise dispose this Section 6(a) in respect 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 effectsuch action.
Appears in 3 contracts
Samples: Subordinated Note (Better Choice Co Inc.), Note (Better Choice Co Inc.), Subordinated Convertible Promissory Note (Better Choice Co Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 purpose 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 sells or grant grants any right to reprice, or otherwise dispose of or issue (or announce announces any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an any effective price per share less than the Exercise Price then in effect.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Jet.AI Inc.), Placement Agent Common Stock Purchase Warrant (Tivic Health Systems, Inc.), Common Stock Purchase Warrant (Tivic Health Systems, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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-classificationre‑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 sells or grant grants any right to reprice, or otherwise dispose of or issue (or announce announces any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an any effective price per share less than the Exercise Price then in effect.
Appears in 3 contracts
Samples: Placement Agent Agreement (Tivic Health Systems, Inc.), Placement Agent Agreement (Tivic Health Systems, Inc.), Placement Agent Common Stock Agreement (Tivic Health Systems, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 Shares or Common Stock Shares Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Sachem Capital Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 Common Stock Shares or equivalents to Common Stock EquivalentsShares, at an effective price per share less than the Exercise Price then in effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Foremost Lithium Resource & Technology Ltd.), Warrant Agreement (Foremost Lithium Resources & Technology Ltd.), Underwriting Agreement (Foremost Lithium Resources & Technology Ltd.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (iA) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, 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 unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made 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 Section as of the time of the actual payment of such dividends 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 2 contracts
Samples: Security Agreement (Tower Semiconductor LTD), Security Agreement (Tower Semiconductor LTD)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) except as provided by the last sentence in this Section 4(A), pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of such shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, such shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a4(A) shall become effective immediately after the record date for the determination of 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-re classification. For Notwithstanding the purposes of clarificationforegoing, the Exercise Price of this Warrant will not be adjusted Holder agrees and acknowledges that in the event a Fundamental Transaction shall have occurred at the time that the Company Holder exercises all or any Subsidiary thereofportion of this Warrant, as applicable, sells or grants the Holder shall not be entitled to receive distributions of any option securities of a subsidiary of the Successor Entity that it may spin out 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 effectits stockholders.
Appears in 2 contracts
Samples: Purchase Agreement (Imperalis Holding Corp.), Warrant Agreement (Imperalis Holding Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 option, restricted stock units 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 2 contracts
Samples: Underwriting Agreement (Nuvectis Pharma, Inc.), Warrant Agreement (Nuvectis Pharma, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Global Warrant is Certificate and the Warrants evidenced hereby are outstanding: , (i) pays declares a stock dividend or otherwise makes a distribution or distributions on shares of its outstanding Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event; provided that in the case of an adjustment as a result of a dividend declaration, and if such declared dividend is not paid, such adjustment will be reversed. In the number event that any dividends of shares issuable cash or other property are made on outstanding Common Stock during the period when the Warrants are outstanding but have not been exercised, the Company shall reserve a pro rata portion of such dividends for distribution, or otherwise make arrangements to pay a pro rata portion of such dividends, to Warrant holders upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchangedWarrants. 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 stockholders 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 subdivision, combination such subdivision or re-classificationcombination. For the purposes of clarification, Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section, the number of Warrant will not Shares that may be adjusted in the event that the Company purchased upon exercise of this Global Warrant Certificate shall be increased or any Subsidiary thereofdecreased proportionately, 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 so that after such adjustment the aggregate Exercise Price then payable hereunder for the Warrant Shares shall be the same as the aggregate Exercise Price in effecteffect immediately prior to such adjustment.
Appears in 2 contracts
Samples: Warrant Agreement (Revel Entertainment Group, LLC), Securities Purchase Agreement (Revel Entertainment Group, LLC)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (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 In the case of a dividend or distribution, any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and in the case of a subdivision, combination or re‑classification, any adjustment made pursuant to this Section 3(a) 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 effectre‑classification.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Novan, Inc.), Pre Funded Common Stock Purchase Warrant (Novan, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction fraction, of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted in an inverse manner (e.g., an increase in the Exercise Price shall result in a decrease in the number of shares of Common Stock), such that the aggregate Aggregate Exercise Price of this Warrant shall remain unchanged. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the Exercise Price shall be rounded down to the nearest one hundredth of a cent. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Warrant Agreement (Seattle Genetics Inc /Wa), Warrant Agreement (Immunomedics Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 In addition, if at any time and from time to time on or after the purposes Issue Date there occurs a reverse stock split involving the Ordinary Shares (each occurrence a “Reverse Stock Split”), then on the eleventh (11th) Trading Day immediately following the effective date of clarificationsuch Reverse Stock Split, 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 effecteffect shall be reduced (but in no event increased) to the arithmetic average of the three (3) daily VWAPs preceding such eleventh (11th) Trading Day.
Appears in 2 contracts
Samples: Waiver Agreement (Genius Group LTD), Ordinary Share Purchase Agreement (Genius Group LTD)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares or ADS (which, for avoidance of doubt, shall not include any shares of Common Stock ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides the outstanding shares of Common Stock Ordinary Shares or ADS into a larger number of sharesOrdinary Shares or ADSs, as applicable, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Ordinary Shares or ADS into a smaller number of sharesOrdinary Shares or ADS , as applicable, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares, ADS 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 shares of Common Stock Ordinary Shares or ADS, as applicable (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Ordinary Shares or ADS, as applicable, outstanding immediately after such event, and the number of shares Ordinary Shares or ADS , 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 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 Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Warrant Agreement (Tiziana Life Sciences PLC), Representative’s Warrant Agreement (Tiziana Life Sciences PLC)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price Number of Warrant Securities shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Warrant shall remain unchangedevent. 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 stockholders 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 Securities shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Securities shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such 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 effectissuance.
Appears in 2 contracts
Samples: Warrant Agreement (Inhibikase Therapeutics, Inc.), Warrant Agreement (Inhibikase Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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, future subsidiary of the Company 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 2 contracts
Samples: Warrant Agreement (Polar Power, Inc.), Underwriting Agreement (Polar Power, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares or ADSs (which, for avoidance of doubt, shall not include any shares of Common Stock ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares or ADSs into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Ordinary Shares or ADSs into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares or ADSs or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock 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 shares of Common Stock 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 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 Common Stock Ordinary Shares or Common Stock ADSs 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 (Immuron LTD), Underwriting Agreement (Immuron LTD)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (iA) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. If the Company, at any time while this warrant is outstanding, is merged, absorbed, reabsorbed or combined in any way with its parent company or any affiliate or other spin out from the parent entity, the number of warrants owned by Holder in the combined entity will be adjusted such that to equal the aggregate Exercise Price average of this Warrant shall remain unchangedthe percentage of ownership Holder had in each of the separate pre merged entities. This ownership percentage is determined by a fraction whereby the numerator is the sum of the Warrants owned in the Company plus the warrants owned by Holder in the pre combination parent or affiliate entity, divided by the sum of the total authorized common shares in the Company plus the total authorized shares in the to be combined company. This percentage is then multiplied by the total shares authorized and outstanding in the post combined entity. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Security Agreement (Inpellis, Inc.), Common Stock Purchase Warrant (Inpellis, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 sells or grant grants any right to reprice, or otherwise dispose disposes of or issue issues (or announce announces 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 2 contracts
Samples: Placement Agent’s Warrant Agreement (Matinas BioPharma Holdings, Inc.), Placement Agency Agreement (Matinas BioPharma Holdings, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares or any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares, as applicable, (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Backbone Technology Ltd.), Underwriting Agreement (Beroni Group LTD)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock unit dividend or otherwise makes a distribution or distributions on shares of its Common Stock Units or any other equity or equity equivalent securities payable in shares of Common Stock Units (which, for avoidance of doubt, shall not include any shares of Common Stock Units issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Units into a larger number of sharesunits, (iii) combines (including by way of reverse stock unit split) outstanding shares of Common Stock Units into a smaller number of sharesunits, or (iv) issues by reclassification of shares of the Common Stock Units any shares of other capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Units (excluding treasury sharesunits, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Units outstanding immediately after such event, and the number of shares units 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 stockholders holders 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 If the purposes Upstairs Series B Warrant is adjusted pursuant to Section 3(a) (Stock Dividends and Splits) of clarificationthe Upstairs Series B Warrant, the Exercise Price of this Warrant will not shall be correspondingly adjusted in pursuant to Section 3(a) (Stock Dividends and Splits) of 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 effectUpstairs Series B Warrant mutatis mutandis.
Appears in 2 contracts
Samples: Warrant Agreement (Intuitive Machines, Inc.), Warrant Agreement (Intuitive Machines, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 sells or grant grants 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 2 contracts
Samples: Warrant Agreement (Artelo Biosciences, Inc.), Warrant Agreement (Alzheon, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect..
Appears in 2 contracts
Samples: Underwriting Agreement (Medirom Healthcare Technologies Inc.), Underwriting Agreement (Medirom Healthcare Technologies Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 Common Stock Shares or Common Stock Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Vision Marine Technologies Inc.), Underwriting Agreement (Vision Marine Technologies Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose disposes of or issue issues (or announce announces any offer, sale, grant 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 2 contracts
Samples: Placement Agent Common Stock Purchase Warrant (Sintx Technologies, Inc.), Placement Agent's Purchase Warrant (Sintx Technologies, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Underwriter’s Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Series A Preferred Stock or any other equity or equity equivalent securities payable in shares of Common Series A Preferred Stock (which, for avoidance of doubt, shall not include any shares of Common Series A Preferred Stock issued by the Company upon exercise of this Underwriter’s Warrant), (ii) subdivides outstanding shares of Common Series A Preferred Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Series A Preferred Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Series A Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Series A Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Series A Preferred Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Underwriter’s Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Underwriter’s 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 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 Underwriter’s 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 Equivalentsshares of Series A Preferred Stock, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Underwriter’s Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Underwriter’s Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Underwriter’s Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Underwriter’s 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 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 Underwriter’s 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 shares of Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)
Stock Dividends and Splits. If (i) Without limiting any provision of Section 4, if the Company, at any time on or after the date of the original issuance date of this Warrant and while this Warrant remains outstanding and is outstanding: not completely exercised, (iA) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (iiB) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares, shares or (iiiC) combines (including by way of combination, reverse stock splitsplit or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of sharesshares (the events in clauses (A), or (ivB) issues by reclassification of shares of the Common Stock any shares of capital stock of the Companyand (C) are “Adjustment Events”), then in each such case the Per Share Exercise Price then in effect shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventevent (i.e., a proportional adjustment), and the number of shares issuable upon exercise of Warrant Shares for which this Warrant is exercisable shall be proportionately inversely proportionally adjusted so that such that the aggregate adjusted number of Warrant Shares multiplied by such adjusted Per Share Exercise Price shall be equal to the number of Warrant Shares for which this Warrant shall remain unchangedwas exercisable immediately prior to such adjustment multiplied by Per Share Exercise Price in effect as of immediately prior to such adjustment. Any adjustment made pursuant to clause (A) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (B) or (C) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision 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 effectcombination.
Appears in 2 contracts
Samples: Warrant Agreement (Energous Corp), Warrant Agreement (DvineWave Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon (A) exercise of this WarrantWarrant or (B) exercise, conversion or exchange of options, warrants, preferred stock, convertible notes, other convertible securities or other Common Stock Equivalents), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 stockholders 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, neither the Exercise Price of this Warrant nor the number of shares issuable upon exercise 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 sells or grant grants any right to reprice, or otherwise dispose disposes of or issue issues (or announce announces 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 2 contracts
Samples: Warrant Agreement (Heart Test Laboratories, Inc.), Representative’s Warrant Agreement (Heart Test Laboratories, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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-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 Shares or Common Stock Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Warrant Agreement (Pyxis Tankers Inc.), Placement Agency Agreement (Pyxis Tankers Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock ADSs issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Ordinary Shares outstanding immediately after such event, and the number of shares ADSs 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 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 Common Stock Ordinary Shares or Common Stock EquivalentsOrdinary Shares equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Underwriting Agreement (SaverOne 2014 Ltd.), Underwriting Agreement (SaverOne 2014 Ltd.)
Stock Dividends and Splits. (a) If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, 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 shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable Warrant Shares that may be purchased upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchangedincreased or decreased proportionately. 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 stockholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, such subdivision or combination or re-classification. For the purposes of clarificationreclassification.
(b) In addition to any adjustments pursuant to Section 4.1(a) above, the Exercise Price of this Warrant will not be adjusted in the event that if at any time the Company grants, issues or sells any Subsidiary thereof, as applicable, sells warrants or grants any option other rights to subscribe for or to purchase, or sell or grant any right to repriceoptions for the purchase of, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any stock or security convertible into or exchangeable for Common Stock Equivalents(such warrants, at an effective price per share less than rights or options being called “Options”, and such convertible or exchangeable stock or securities being called “Convertible Securities”) or rights to purchase stock, warrants, securities or other property pro rata to the Exercise Price record holders of any class of shares of Common Stock (the “Purchase Rights”), then the registered holder will be entitled to acquire, upon the same terms as such Purchase Rights were acquired by such record holders of such class of Common Stock, the aggregate Purchase Rights which the registered holder could have acquired if the registered holder had held the number of shares of Common Stock acquirable upon complete exercise of the Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the registered holder’s right to participate in effectany such Purchase Right would result in the registered holder exceeding the Maximum Percentage, then the registered holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the registered holder until such time, if ever, as its right thereto would not result in the registered holder exceeding the Maximum Percentage).
Appears in 2 contracts
Samples: Warrant Agreement (Aastrom Biosciences Inc), Warrant Agreement (Aastrom Biosciences Inc)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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) the foregoing sentence shall become effective immediately after the record date for the determination of 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 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 purposes of clarificationCommon Stock (each, a “Share Combination Event”, and such date thereof, the Exercise “Share Combination Event Date”) and the Event Market 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 is less than the Exercise Price then in effecteffect (after giving effect to the adjustment in this Section 3(a)), 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 lowest VWAP of the Common Stock during the five (5) Trading Days ending and including the Trading Day immediately preceding the sixth (6th) Trading Day after such Share Combination Event Date.
Appears in 2 contracts
Samples: Class D Common Stock Agreement (Panbela Therapeutics, Inc.), Class D Common Stock Agreement (Panbela Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions Distribution (as defined below) on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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(a3(b) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution Distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For ; provided that if such record date is fixed and such dividend is not fully paid or such Distribution is not fully made on the purposes of clarificationdate fixed therefor, the Exercise Price shall be recomputed accordingly as of this Warrant will not the close of business on such record date and thereafter such Exercise Price shall be adjusted in pursuant to this Section 3(b) to reflect the event that the Company actual payment of such dividends 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 effectDistributions.
Appears in 2 contracts
Samples: Securities Agreement (Inseego Corp.), Security Agreement (Inseego Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Class A Common Stock or any other equity or equity equivalent securities payable in shares of Class A Common Stock (which, for avoidance of doubt, shall not include any shares of Class A Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Class A Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Class A Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Class A Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Class A Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Class A 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 stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination 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 grant, or any option to purchase or other disposition) any Class A Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Warrant Agreement (T1V, Inc.), Warrant Agreement (T1V, Inc.)
Stock Dividends and Splits. Notwithstanding anything herein to the contrary, this provision shall not adjust the Exercise Price or number of Warrant Shares in connection with the reverse stock split contemplated pursuant to Section 4.16 of the Purchase Agreement. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Purchase Agreement (Octavian Global Technologies, Inc.), Exhibit (Octavian Global Technologies, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock capital stock or any other equity or equity equivalent securities issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, 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 shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of 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 clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders 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) through (iv) of this paragraph shall become effective immediately after the effective date in the case of a such 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 effectissuance.
Appears in 2 contracts
Samples: Security Agreement (Beyond Air, Inc.), Securities Agreement (Beyond Air, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock 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 shares of its Common Stock or any other equity or equity equivalent securities as amended), that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock additional Common Stock of the Company, then in each case such case, the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) Shares outstanding immediately before such event and the denominator of which the denominator shall be the number of 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 clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders 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. 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 effectcombination.
Appears in 2 contracts
Samples: Pre Funded Warrant to Purchase Common Stock (Elicio Therapeutics, Inc.), Underwriting Agreement (Elicio Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such event, and the number of shares Common 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 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 Common Stock Shares or Common Stock Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Versus Systems Inc.), Purchase Warrant Agreement (Versus Systems Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Class B Common Stock or any other equity or equity equivalent securities payable in shares of Class B Common Stock (which, for avoidance of doubt, shall not include any shares of Class B Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Class B Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Class B Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Class B Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Class B Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Class B 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 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, future subsidiary of the Company 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 Class B Common Stock or Class B Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 2 contracts
Samples: Underwriting Agreement (RumbleON, Inc.), Underwriting Agreement (RumbleON, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 1 contract
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this WarrantWarrant or any shares of preferred stock issued to the holder thereof relating to accrued dividends on or prior to the conversion of such preferred stock at the Closing), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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, subject to the limitation on fractional shares in Section 2(d)(v). Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 1 contract
Samples: Underwriter’s Warrant Agreement (Coya Therapeutics, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination 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 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 1 contract
Samples: Common Stock Purchase Warrant Agreement (Lafayette Energy Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into Ordinary Shares a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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 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 Ordinary Shares or Common Stock Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 1 contract
Samples: Representative’s Warrant Agreement (E I L Holdings LTD)
Stock Dividends and Splits. If the Company, at any time while this Warrant any of the Warrants is outstanding: , (ia) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (iib) subdivides its outstanding shares of Common Stock into a larger number of shares, (iiic) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, or (ivd) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to the effective date of such event by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on such effective date immediately before giving effect to such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after giving effect to 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 (a) of this Section 3(a) 4.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (b), (c) or (d) of this Section 4.1 shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationreclassification. For the purposes of clarification, Simultaneously with any adjustment to the Exercise Price pursuant to this Section 4.1, the number of this Warrant will not Shares that may be adjusted in purchased upon exercise of a Warrant shall be increased or decreased proportionately, so that after such adjustment 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 aggregate Exercise Price then payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effecteffect immediately prior to such adjustment. The Company shall promptly notify the Warrant Agent of any such adjustment and give specific instructions to the Warrant Agent with respect to any adjustments to the Warrant Register.
Appears in 1 contract
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Unless waived by Holders holding at least 67% of the purposes of clarificationthen outstanding Warrants (based on unexercised Warrant Shares), the Exercise Price of this Warrant will not be adjusted notwithstanding anything to contrary 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 is no longer listed or quoted on the NYSE MKT, and, if after such delisting, the Company effect a reverse stock split of its Common Stock Equivalentswithin 18 months of the First Closing Date, at an effective price per share less than no adjustment shall be made to the Exercise Price then in effectand number of Warrant Shares pursuant to this Section 3(a) as a result of such reverse stock split.
Appears in 1 contract
Samples: Security Agreement (T3 Motion, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock.
Appears in 1 contract
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (iA) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, 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, however, with respect to this Section 3(a), no adjustment will be made in connection with any adjustment triggered by the Cornell Financing; provided, however, that such agreements and securities executed in connection with the Cornell Financing have not been materially amended or modified since the date of the Purchase Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities (it being understood and agreed that adjustments provided by the terms of the agreements for securities under outstanding agreements will not be deemed included in this restriction). Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
Appears in 1 contract
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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, 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.
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Stock 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 date of the Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares, shares or (iii) combines (including by way of combination, reverse stock splitsplit or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case (a) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and (b) the number of shares issuable Warrant Shares that may be purchased upon exercise of this Warrant shall be proportionately adjusted increased or decreased proportionately, so that after such that adjustment the aggregate Exercise Price payable hereunder for the adjusted number of this Warrant Shares shall remain unchangedbe the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein). 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 stockholders 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 of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the case of a subdivision, combination or re-classification. For the purposes of clarification, the period that an Exercise Price is calculated hereunder, then the calculation of this Warrant will not such Exercise Price shall be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option appropriately 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 effectreflect such event.
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Stock Dividends and Splits. If the Company, at any time while this Warrant Note is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied adjusted to equal the product obtained by multiplying the then-current Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders 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.
6. Section 5(a) of the Note shall be replaced in its entirety with the following:
(a) Events of Default. A “Default” shall be deemed to exist for purposes of this Note so long as: (i) the principal or interest owed on this Note shall not be paid at maturity; (ii) the Company shall be in breach of any other covenant or warranty of the Company in this Note for at least thirty (30) days after there has been given to the Company by the Holder, a written notice specifying such breach and requiring it to be remedied and stating that such notice is a “notice of default” hereunder; (iii) the Company fails to perform, beyond any applicable notice and cure period, any obligation under the CNB Note, or (iii) a decree or order by a court having jurisdiction in the case premises shall have been entered adjudicating the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under the Bankruptcy Code or any other similar applicable federal or state law, and such decree or order shall have been in effect for a period of sixty (60) days, or a decree or order of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted court having jurisdiction in the event that premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of any Subsidiary thereof, as applicable, sells property of the Company or grants any option to purchase, for the winding up or sell or grant any right to reprice, or otherwise dispose liquidation of or issue its affairs shall be in effect and shall have been in effect for a period of sixty (or announce any offer, sale, grant or any option to purchase or other disposition60) any Common Stock or Common Stock Equivalents, at an effective price per share less than days.
7. Section 5(b) of the Exercise Price then Note shall be replaced in effect.its entirety with the following:
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Samples: Convertible Promissory Note Amendment (Drone Aviation Holding Corp.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common capital stock, other than Series E Preferred Stock or any other equity Series D Preferred Stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or equity equivalent securities as amended, as described in the Registration Statement, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, 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 shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of 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 clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders 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. 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 effectcombination.
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Samples: Warrant Amendment Agreement (Idera Pharmaceuticals, Inc.)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: on or after the date of the Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant)Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares, shares or (iii) combines (including by way of combination, reverse stock splitsplit or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case (a) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and (b) the number of shares issuable Warrant Shares that may be purchased upon exercise of this Warrant shall be proportionately adjusted increased or decreased proportionately, so that after such that adjustment the aggregate Exercise Price payable hereunder for the adjusted number of this Warrant Shares shall remain unchangedbe the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein). 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 stockholders 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 of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the case of a subdivision, combination or re-classification. For the purposes of clarification, the period that an Exercise Price is calculated hereunder, then the calculation of this Warrant will not such Exercise Price shall be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any option appropriately 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 effectreflect such event.
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Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this WarrantWarrant or any shares of preferred stock issued to the holder thereof relating to accrued dividends on or prior to the conversion of such preferred stock at the Closing), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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, subject to the limitation on fractional shares in Section 2(d)(v). Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of 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 Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect.
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Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 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 Common Stock Shares or Common Stock Share Equivalents, at an effective price per share less than the Exercise Price then in effect.
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Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this WarrantWarrant or the Series B Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the CompanyCompany (collectively with the actions described in (i), (ii), (iii) and (iv), a “Share Reorganization”), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of 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 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 but if the Company shall legally abandon any such dividend, distribution, subdivision, combination or any Subsidiary thereofreclassification prior to effecting such action, as applicable, sells or grants any option no adjustment shall be made pursuant to purchase, or sell or grant any right to reprice, or otherwise dispose this Section 3(a) in respect 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 effectsuch action.
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Samples: Warrant Agreement (Ruthigen, Inc.)