Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (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 a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Ads in Motion, Inc.), Security Agreement (Ads in Motion, Inc.), Security Agreement (Ads in Motion, Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Note is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this Warrantthe Notes), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 10 contracts
Samples: Second Note Amendment Agreement (Magnolia Solar Corp), Second Note Amendment Agreement (Magnolia Solar Corp), Second Note Amendment Agreement (Magnolia Solar Corp)
Stock Dividends and Stock 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 payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this Warrantthe Notes), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event 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 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.
Appears in 9 contracts
Samples: Convertible Security Agreement (Slinger Bag Inc.), Collateral Agency and Intercreditor Agreement (Property Solutions Acquisition Corp.), Senior Secured Convertible Note (Grom Social Enterprises, Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of the Debentures, the Other Debentures or the exercise of this Warrantthe Warrants), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event 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 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 unconverted principal amount 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 re-classification.
Appears in 9 contracts
Samples: Convertible Security Agreement (PLC Systems Inc), Convertible Security Agreement (PLC Systems Inc), Convertible Security Agreement (PLC Systems Inc)
Stock Dividends and Stock Splits. If the CompanyIssuer, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company Issuer upon exercise Conversion of, or payment of this Warrantinterest on, the Notes), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the CompanyIssuer, then the Exercise Conversion Price then in effect shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyIssuer) 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 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.
Appears in 8 contracts
Samples: Convertible Note (Hightimes Holding Corp.), Convertible Note (Hightimes Holding Corp.), Convertible Note (Hightimes Holding Corp.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this Warrantthe Debentures), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 8 contracts
Samples: Convertible Security Agreement (Statmon Technologies Corp), Convertible Security Agreement (Blink Logic Inc.), Securities Purchase Agreement (Blink Logic Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this WarrantDebenture), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 8 contracts
Samples: Convertible Security Agreement (Hartville Group Inc), Convertible Security Agreement (Pacific Gold Corp), Convertible Security Agreement (HyperSpace Communications, Inc.)
Stock Dividends and Stock Splits. If the CompanyBorrower, at any time while this Warrant Debenture is outstanding: (ia) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company Borrower upon exercise conversion of, or payment of interest on, this WarrantDebenture), ; (iib) 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 ; or (ivc) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the CompanyBorrower, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyBorrower) 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 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.
Appears in 6 contracts
Samples: Convertible Security Agreement (Tauriga Sciences, Inc.), Convertible Debenture (Tauriga Sciences, Inc.), Convertible Debenture (Tauriga Sciences, Inc.)
Stock Dividends and Stock Splits. If the CompanyBorrower, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of 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 a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the CompanyBorrower, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyBorrower) outstanding immediately before such event 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 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.
Appears in 6 contracts
Samples: Convertible Security Agreement (Nevada Canyon Gold Corp.), Convertible Security Agreement (nDivision Inc.), Convertible Security Agreement (NightFood Holdings, Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (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 a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 re-classification.
Appears in 5 contracts
Samples: Warrant Agreement (PAVmed Inc.), Warrant Agreement (PAVmed Inc.), Warrant Agreement (PAVmed Inc.)
Stock Dividends and Stock Splits. If the Company, at any time from and after the Closing Date, while this Warrant Note is outstanding: (iA) pays shall pay 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 on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this WarrantNote), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Exercise Price number of shares of Common Stock in the Optional Conversion Securities shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before after such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately after before such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(f)(i) 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.
Appears in 4 contracts
Samples: Convertible Note Agreement (China Education Alliance Inc.), Convertible Note Agreement (China Education Alliance Inc.), Convertible Subordinated Note (China Education Alliance Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock Ordinary Shares and/or ADSs on shares of Common Stock Ordinary Shares and/or ADSs or any Common Stock Ordinary Shares Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares and/or ADSs issued by the Company upon exercise conversion of, or payment of this Warrantinterest on, the Debentures), (ii) subdivides outstanding shares of Common Stock Ordinary Shares and/or ADSs into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock Ordinary Shares and/or ADSs into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Ordinary Shares and/or ADSs, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares and/or ADSs (excluding any treasury shares of the Company) outstanding immediately before such event event, and of which the denominator shall be the number of shares of Common Stock Ordinary Shares and/or ADSs outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 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.
Appears in 4 contracts
Samples: Convertible Security Agreement (Safe-T Group Ltd.), Convertible Security Agreement (Safe-T Group Ltd.), Convertible Security Agreement (Safe-T Group Ltd.)
Stock Dividends and Stock 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 payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this WarrantNotes), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event 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 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 re-classification.
Appears in 3 contracts
Samples: Convertible Security Agreement (Data443 Risk Mitigation, Inc.), Convertible Security Agreement (Data443 Risk Mitigation, Inc.), Convertible Security Agreement (Data443 Risk Mitigation, Inc.)
Stock Dividends and Stock Splits. If the CompanyParent, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by Parent upon conversion of the Company upon exercise of this WarrantNotes), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the CompanyParent, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyParent) outstanding immediately before such event 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 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.
Appears in 3 contracts
Samples: Note Agreement (XpresSpa Group, Inc.), Note Agreement (XpresSpa Group, Inc.), Note Agreement (XpresSpa Group, Inc.)
Stock Dividends and Stock 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 payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of, or payment of this Warrantinterest on, the Notes), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event 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 conversion of this Warrant Note shall be proportionately proportionally adjusted such that the aggregate Exercise Conversion Price of this Warrant Note shall remain unchanged. Any adjustment made pursuant to this Section 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.
Appears in 2 contracts
Samples: Convertible Security Agreement (AzurRx BioPharma, Inc.), Convertible Security Agreement (AzurRx BioPharma, Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this Warrantthe Debentures), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Set Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 2 contracts
Samples: Convertible Security Agreement (Blink Logic Inc.), Convertible Security Agreement (Bancroft Uranium, Inc.)
Stock Dividends and Stock 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 payable in shares of Common Stock on shares of Common Stock Ordinary Shares or any Common Stock Ordinary Shares Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon conversion of the Note or exercise of this the Warrant), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Ordinary Shares, any shares of capital stock of the Company, then the Exercise conversion price under each of Sections 3.1, 3.2, 3.3 and 3.4 and the Floor Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding any treasury shares of the Company) outstanding immediately before such event event, and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. The Maximum Amount of Alternate Conversion Shares under Section 3.2 shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding any treasury shares of Common Stock the Company) outstanding immediately after such event, and of which the denominator shall be the number of shares issuable upon exercise of Ordinary Shares outstanding immediately before such event. Any adjustments under this Warrant Section 6.1 shall be proportionately adjusted such that effective at the aggregate Exercise Price close of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section shall become business on the date the stock split or combination becomes effective immediately after or the record date for of payment of 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 subdivisionstock dividend, combination or re classificationas applicable.
Appears in 2 contracts
Samples: Convertible Note Agreement (Taoping Inc.), Convertible Note Agreement (Taoping Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this Warrantthe Debentures), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise set Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event 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 conversion of this Warrant Debenture shall be proportionately adjusted such that the aggregate Exercise Conversion Price of this Warrant Debenture shall remain unchanged. Any adjustment made pursuant to this Section 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rennova Health, Inc.), Convertible Security Agreement (Rennova Health, Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (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 a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 4(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.
Appears in 2 contracts
Samples: Purchase Agreement (PAVmed Inc.), Purchase Agreement (PAVmed Inc.)
Stock Dividends and Stock 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 payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this WarrantNote), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event 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 5(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 unconverted principal amount 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 re-classification.
Appears in 2 contracts
Samples: Exchange Agreement (Blue Calypso, Inc.), Convertible Security Agreement (Blue Calypso, Inc.)
Stock Dividends and Stock 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 payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of, or payment of this Warrantinterest on, the Note), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event 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 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.
Appears in 2 contracts
Samples: Convertible Security Agreement (CLS Holdings USA, Inc.), Convertible Security Agreement (Epic Stores Corp.)
Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Warrant is any shares of Series A Preferred Stock are outstanding: :
(i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company Corporation upon exercise conversion of this Warrant), any Series A Preferred Stock) with respect to the then outstanding shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares, ; or (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock any shares of capital stock of the Companyshares, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury unallocated shares of the CompanyCorporation) 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 event (excluding any treasury shares of 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 unchangedCorporation). Any adjustment made pursuant to this Section 7(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 subdivisionsubdivision or combination. If any such dividend or distribution is declared but does not occur, combination the Conversion Price shall be readjusted, effective as of the date the Board of Directors announces that such dividend or re classificationdistribution shall not occur, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.
Appears in 2 contracts
Samples: 3(a)(9) Exchange Agreement (Cullinan Oncology, Inc.), 3(a)(9) Exchange Agreement (Verastem, Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon the exercise of this Warrantany options or warrants, including the Warrants), ; (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, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 re-classification.
Appears in 2 contracts
Samples: Security Agreement (Pressure Biosciences Inc), Security Agreement (Pressure Biosciences Inc)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is the Debentures are outstanding: (iA) pays shall pay 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 on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this WarrantDebenture, the Company's Series A 18% Cumulative Convertible Preferred Stock or the Company's Series B 12% Cumulative Convertible Preferred Stock, including as interest thereon), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Companyshares, 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 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.
Appears in 1 contract
Samples: Convertible Security Agreement (New Frontier Energy Inc)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this WarrantDebenture or pursuant to regularly scheduled dividends pursuant to the terms of the Company’s Series A Convertible Preferred Stock which preferred stock shall not be amended after the date hereof to increase the dividend rate or number of shares of such securities), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Set Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 1 contract
Samples: Convertible Security Agreement (Dobi Medical International Inc)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of this Warrantany options or warrants, including the Warrants), ; (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, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 2(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.
Appears in 1 contract
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: :
(i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon the exercise of this Warrantany options or warrants, including the Warrants), ; (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, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 re-classification.
Appears in 1 contract
Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Warrant Series C Preferred Stock is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company Corporation upon exercise conversion of this Warrant), Series C Preferred Stock) with respect to the then outstanding shares of Common Stock; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, issues in the event of a reclassification of shares of the Common Stock any shares of capital stock of the CompanyCorporation, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyCorporation) 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 event (excluding any treasury shares of 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 unchangedCorporation). Any adjustment made pursuant to this Section 7(i) 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 subdivision or re classificationcombination.
Appears in 1 contract
Samples: Securities Exchange Agreement (Unique Logistics International Inc)
Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Warrant Series A Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (as hereinafter defined) (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company Corporation upon exercise conversion of this Warrantthe Series A Stock), (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, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the CompanyCorporation, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyCorporation) outstanding immediately before such event 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 4(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. “Common Stock Equivalents” means any securities of the Corporation which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
Appears in 1 contract
Samples: Share Exchange Agreement (Spine Injury Solutions, Inc)
Stock Dividends and Stock Splits. If the CompanyBorrower, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock Ordinary Shares on shares of Common Stock Ordinary Shares or any Common Stock Ordinary Shares Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by Borrower upon conversion of the Company upon exercise of this WarrantNotes), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Ordinary Shares, any shares of capital stock of the CompanyBorrower, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding any treasury shares of the CompanyBorrower) outstanding immediately before such event 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 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 classificationreclassification.
Appears in 1 contract
Stock Dividends and Stock Splits. If the CompanyParent, at any time while this Warrant Note is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company Parent upon exercise conversion of, or payment of interest on, this WarrantNote), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 1 contract
Stock Dividends and Stock Splits. If the CompanyBorrower, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of 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 a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the CompanyBorrower, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyBorrower) outstanding immediately before such event 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 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.
Appears in 1 contract
Samples: Convertible Security Agreement (Andalay Solar, Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (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 a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 2(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.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Scopus BioPharma Inc.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstandingafter the Issuance Date: (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 on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Conversion Shares issued by the Company upon exercise conversion of this WarrantPreferred Shares), (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, in the event of a issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, 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 any treasury shares of the Companyshares, 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 the conversion of this Warrant the Preferred Shares shall be proportionately adjusted such that the aggregate Exercise Conversion Price of this Warrant the Preferred Shares shall remain unchanged. Any adjustment made pursuant to this Section (2)(c)(i) 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 of the applicable event in the case of a subdivision, combination or re re-classification.
Appears in 1 contract
Stock Dividends and Stock Splits. If the CompanyBorrower, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of the Company upon exercise of this WarrantNotes), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the CompanyBorrower, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyBorrower) outstanding immediately before such event 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 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.
Appears in 1 contract
Samples: Convertible Security Agreement
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstandingafter the Issuance Date: (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 on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Conversion Shares issued by the Company upon exercise conversion of this WarrantPreferred Shares), (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, in the event of a issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, 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 any treasury shares of the Companyshares, 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 the conversion of this Warrant the Preferred Shares shall be proportionately adjusted such that the aggregate Exercise Conversion Price of this Warrant the Preferred Shares shall remain unchanged. Any adjustment made pursuant to this Section (2)(d)(i) 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 of the applicable event in the case of a subdivision, combination or re classificationre‑classification.
Appears in 1 contract
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of, or payment of this Warrantinterest on, the Debentures), (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 or (iv) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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. In addition, the exercise price of the Warrants to be issued upon subsequent conversion of the Debenture shall be adjusted in proportion to such adjustment to the Conversion Price.
Appears in 1 contract
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued issuable by the Company upon exercise conversion of this Warrantthe Debentures), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 1 contract
Stock Dividends and Stock Splits. If Except for shares of Common Stock issued under the Company's stock option plan or otherwise payable to consultants, if the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise conversion of this Warrantor payment of interest on, the Debentures), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 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.
Appears in 1 contract
Stock Dividends and Stock Splits. If the CompanyBorrower, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock Ordinary Shares on shares of Common Stock Ordinary Shares or any Common Stock Ordinary Shares Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by Borrower upon conversion of the Company upon exercise of this WarrantNotes), (ii) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock Ordinary Shares, any shares of capital stock of the CompanyBorrower, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding any treasury shares of the CompanyBorrower) outstanding immediately before such event 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 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.
Appears in 1 contract
Samples: Convertible Security Agreement (PV Nano Cell, Ltd.)
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock Ordinary Shares or any Common Stock Ordinary Share Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon exercise conversion of, or payment of this Warrantinterest on, the Debentures), ; (iiB) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock Ordinary Shares any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding any treasury shares of the Company) 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 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.
Appears in 1 contract
Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock Ordinary Shares or any Common Stock Ordinary Share Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon exercise of this Warrant), (iiB) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares shares, or (ivD) issues, in the event of a 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 any treasury shares of the Company) 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, 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.
Appears in 1 contract
Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Warrant is the Series A Preference Shares are outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Shares or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise Corporation pursuant to the terms of this Warrantthe Series A Preference Shares), (iiB) subdivides subdivide outstanding shares of Common Stock Shares 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 or (ivC) issues, in the event of a issue by reclassification of shares of the Common Stock Shares any shares of capital stock of the CompanyCorporation, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding any treasury shares of the Companyshares, 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 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. To clarify, in the event the Corporation shall combine (including by way of reverse stock or forward stock split) outstanding shares of Common Shares into a smaller number of shares, the conversion price and the number of Series A Preference Shares shall be modified, reduced, or otherwise adjusted.
Appears in 1 contract
Samples: Asset Purchase Agreement