Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall: (i) pay a dividend with respect to the Class A Common Stock payable in Class A Common Stock, then (x) each Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for such dividend or distribution, to that price determined by multiplying such Exercise Price in effect immediately prior to such ex date by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of Class A Common Stock outstanding immediately after such dividend or distribution; and (y) each corresponding number of Warrant Shares set forth in Schedule A hereto shall be adjusted, from and after such ex date, to that number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant (assuming no Net Issuance) immediately prior to such ex date by the reciprocal of the fraction referred to in clause (x) above; or (ii) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Warrantholder shall receive upon each subsequent exercise of this Warrant, the same kind and amount of property it would have received in such distribution had Warrantholder held, on the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 25 contracts
Samples: Warrant Agreement (Kior Inc), Warrant Agreement (Kior Inc), Warrant Agreement (Kior Inc)
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall:
(i) pay a dividend with respect to the Class A Common Stock payable in Class A Common Stock, then (x) each the Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for such dividend or distribution, to that price determined by multiplying such the Exercise Price in effect immediately prior to such ex date by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Class A Common Stock outstanding immediately after such dividend or distribution; and (y) each corresponding the total number of Warrant Shares set forth in Schedule A hereto issuable upon exercise of this Warrant (assuming no Net Issuance) shall be adjusted, from and after such ex date, to that number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant (assuming no Net Issuance) immediately prior to such ex date by the reciprocal of the fraction referred to in clause (x) above; or
(ii) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Warrantholder shall receive upon each subsequent exercise of this Warrant, the same kind and amount of property it would have received in such distribution had Warrantholder held, on the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 8 contracts
Samples: Warrant Agreement (Kior Inc), Warrant Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc)
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall:
(ia) pay a dividend with respect to the Class A Common Stock payable in Class A Common Stock, then (x) each the Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for such dividend or distribution, to that price determined by multiplying such the Exercise Price in effect immediately prior to such ex date by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Class A Common Stock outstanding immediately after such dividend or distribution; and (y) each corresponding the total number of Warrant Shares set forth in Schedule A hereto issuable upon exercise of this Warrant (assuming no Net Issuance) shall be adjusted, from and after such ex date, to that number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant (assuming no Net Issuance) immediately prior to such ex date by the reciprocal of the fraction referred to in clause (x) above; or
(iib) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Warrantholder shall receive upon each subsequent exercise of this Warrant, the same kind and amount of property it would have received in such distribution had Warrantholder held, on the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 7 contracts
Samples: Loan and Security Agreement (Kior Inc), Warrant Agreement (Kior Inc), Warrant Agreement (Kior Inc)
Stock Dividends. If the Company at Upon any time while subdivision or combination of outstanding shares of Warrant Stock (or of Common Stock if this Warrant is outstanding and unexpired shall:
(i) pay shall have become a dividend with respect Warrant for Common Stock pursuant to the Class A terms hereof), and upon any dividend or other distribution payable in shares of Warrant Stock (or payable in Common Stock payable in Class A if this Warrant shall have become a Warrant for Common StockStock pursuant to the terms hereof), then (x) each Exercise Price set forth in Schedule A hereto the number of shares subject to purchase hereunder shall be adjusted, from and after the ex date for such dividend or distribution, to that price determined adjusted by multiplying such Exercise Price in effect the number of shares subject to purchase hereunder immediately prior to such ex date event by a fraction (A) fraction, the numerator of which shall be is the total number of shares of Class A Warrant Stock (or the number of shares of Common Stock if this Warrant shall have become a Warrant for Common Stock pursuant to the terms hereof) outstanding immediately subsequent to such event and the denominator of which is the number of shares of Warrant Stock (or the number of shares of Common Stock if this Warrant shall have become a Warrant for Common Stock pursuant to the terms hereof) outstanding immediately prior to such dividend or distributionevent, and (B) the denominator of which Warrant Price shall thereupon be proportionately decreased or increased so that the total number of Class A Common Stock outstanding immediately after such dividend or distribution; and (y) each corresponding number of Warrant Shares set forth in Schedule A hereto shall be adjusted, from and after such ex date, to that number of shares determined by multiplying the total number of Warrant Shares issuable consideration payable upon full exercise of this Warrant (assuming shall be unchanged, except that in no Net Issuance) immediately prior to such ex date by event shall the reciprocal Warrant Price be reduced below the par value per share of the fraction referred to in clause (x) above; or
(ii) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Warrantholder shall receive upon each subsequent exercise of this Warrant, the same kind and amount of property it would have received in such distribution had Warrantholder held, on the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercisehereunder.
Appears in 2 contracts
Samples: Warrant Agreement (Genocea Biosciences, Inc.), Warrant Agreement (Genocea Biosciences, Inc.)
Stock Dividends. (i) If the Company at any time while this Warrant is outstanding and unexpired shall:
(i) shall pay a dividend with respect to payable in, or make any other distribution (except any distribution specifically provided for in the Class A Common Stock payable in Class A Common Stockforegoing subsections (a), (b) or (c)) of the Company’s capital stock, then (x) each the Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex record date for of such dividend or distribution, to that price determined by multiplying such the Exercise Price in effect immediately prior to such ex record date by a fraction (Ai) the numerator of which shall be the total number of all shares of Class A Common Stock the Company’s capital stock outstanding immediately prior to such dividend or distribution, and (Bii) the denominator of which shall be the total number of Class A Common Stock all shares of the Company’s capital stock outstanding immediately after such dividend or distribution; and (y) each corresponding number of Warrant Shares set forth in Schedule A hereto . The Holder shall thereafter be adjustedentitled to purchase, at the Exercise Price resulting from and after such ex dateadjustment, to that the number of shares determined of Series C Preferred Stock (rounded down to the nearest whole share) obtained by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant (assuming no Net Issuance) Exercise Price in effect immediately prior to such ex date adjustment by the reciprocal number of shares of Series C Preferred Stock issuable upon the fraction referred exercise hereof immediately prior to in clause (x) above; orsuch adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.
(ii) If the Company at any time shall pay a dividend, or make any other distribution with respect to Class A Common Stockdistribution, upon the Series C Preferred Stock which is payable in cash or property of the Company (except any dividend or distribution specifically provided for in any other clause of this Section 8the foregoing subsections (a), (b), (c) or (d)(i)), then, in each such case, provision shall be made by the Company such that Warrantholder the Holder shall receive upon each subsequent exercise or conversion of this Warrant, Warrant a proportionate share of any such dividend or distribution as though it were the same kind and amount holder of property it would have received in such distribution had Warrantholder held, on the Series C Preferred Stock as of the record date fixed for the determination of the stockholders of the Company entitled to receive such dividend or distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 2 contracts
Samples: Warrant Agreement (Neos Therapeutics, Inc.), Warrant Agreement (Neos Therapeutics, Inc.)
Stock Dividends. If the Company at any time while this Warrant --------------- is outstanding and unexpired shall:
(i) shall pay a dividend with respect to the Class A payable in shares of Preferred Stock or Common Stock payable or other securities exercisable for or convertible into shares of Common Stock (except any distribution specifically provided for in Class A Common Stockthe foregoing subparagraphs (a) and (b)), then (x) each Exercise the Warrant Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying such Exercise the Warrant Price in effect immediately prior to such ex date of determination by a fraction (Aa) the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such dividend or distributiondistribution (assuming the conversion, exchange or exercise of all securities of the Company which are convertible, exchangeable or exercisable) ("Fully Diluted Common Stock"), and (Bb) the denominator of which shall be the total number of Class A shares of Fully Diluted Common Stock outstanding immediately after such dividend or distribution; , and (y) each corresponding the number of Shares subject to this Warrant Shares set forth in Schedule A hereto shall be proportionately adjusted. Notwithstanding the foregoing, from and after such ex datethere shall be no adjustment, pursuant to this Section, to that the Warrant Price, or the number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of for which this Warrant (assuming no Net Issuance) immediately prior to such ex date by is exercisable, if the reciprocal holder shall have been afforded an antidilution adjustment, in respect of the fraction referred issuance of securities, pursuant to the Preferred Stock provisions of the Company's Articles of Incorporation; it being the intent of the parties that the holder shall not be afforded an antidilution adjustment under both this Warrant and the Articles of Incorporation in clause (x) above; or
(ii) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Warrantholder shall receive upon each subsequent exercise of this Warrant, the same kind and amount issuance of property it would have received in such distribution had Warrantholder held, on the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercisesecurities.
Appears in 2 contracts
Samples: Warrant Agreement (Paradigm Genetics Inc), Warrant Agreement (Paradigm Genetics Inc)
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall:
(ia) pay a dividend with respect to the Class A Common Stock payable in Class A Common Stock, then (x) each Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for such dividend or distribution, to that price determined by multiplying such Exercise Price in effect immediately prior to such ex date by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of Class A Common Stock outstanding immediately after such dividend or distribution; and (y) each corresponding number of Warrant Shares set forth in Schedule A hereto shall be adjusted, from and after such ex date, to that number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant (assuming no Net Issuance) immediately prior to such ex date by the reciprocal of the fraction referred to in clause (x) above; or
(iib) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Warrantholder shall receive upon each subsequent exercise of this Warrant, the same kind and amount of property it would have received in such distribution had Warrantholder held, on the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 2 contracts
Samples: Loan and Security Agreement (Kior Inc), Loan and Security Agreement (Kior Inc)
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall:
(i) pay a dividend with respect to the Class A Common Preferred Stock payable in Class A Common Preferred Stock, then (x) each the Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying such the Exercise Price in effect immediately prior to such ex date of determination by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of Class A Common shares of Preferred Stock outstanding immediately after such dividend or distribution; and (y) each corresponding number of Warrant Shares set forth in Schedule A hereto shall be adjusted, from and after such ex date, to that number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant (assuming no Net Issuance) immediately prior to such ex date by the reciprocal of the fraction referred to in clause (x) above; or
(ii) make any other distribution with respect to Class A Common StockPreferred Stock (or stock into which the Preferred Stock is convertible), except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon each subsequent exercise or conversion of this Warrant, the same kind and amount Warrant a proportionate share of property it would have received in any such distribution had Warrantholder held, on as though it were the holder of the Preferred Stock (or other stock for which the Preferred Stock is convertible) from the date of the issuance of this Warrant and as of the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution. For the avoidance of doubt, in no event shall a number holder of shares this Warrant be entitled to a proportionate distribution of Class A Common Stock equal any increase in liquidation preference accrued prior to the number date of Warrant Shares issuable upon such exerciseissuance of this Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Annie's, Inc.)
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall:
(i) pay a dividend with respect to the Class A Common Stock payable in Class A Common Stock, then (x) each the Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying such the Exercise Price in effect immediately prior to such ex date of determination by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of Class A shares of Common Stock outstanding immediately after such dividend or distribution; and or
(yii) each corresponding number pay any dividend or make any distribution with respect to the Common Stock payable in assets of Warrant Shares set forth the Company (other than cash), except any such distribution specifically provided for in Schedule A hereto Sections 8(a), (b), (c) or (d)(i), then the Exercise Price shall be adjusted, from and after the date of such ex datedividend or distribution, to that number of shares price determined by multiplying the Exercise Price in effect immediately prior to the date of such dividend or distribution by a fraction (A) the numerator of which shall be the total number of Warrant Shares issuable upon exercise shares of this Warrant (assuming no Net Issuance) Common Stock outstanding immediately prior to the date of such ex date dividend or distribution multiplied by the reciprocal fair market value of one (1) share of Common Stock as of such date as determined in accordance with Section 3(a), less the fraction referred fair market value (as determined by the Company’s Board of Directors in good faith) of said assets so distributed, and (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately prior to the date of such dividend or distribution multiplied by the fair market value of one (1) share of Common Stock as of such date as determined in clause (x) above; oraccordance with Section 3(a).
(iiiii) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 88 and except for any equity or equity equivalent security issued pursuant to any stockholder rights plan adopted by the Company’s Board of Directors providing for the issuance to, or acquisition by, existing stockholders of the Company of additional shares of Common Stock upon the occurrence of actions specified in such stockholder rights plan, including acquisition by any person of a specified percentage of the outstanding Common Stock (a “Rights Plan”), then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon each subsequent exercise or conversion of this Warrant, the same kind and amount Warrant a proportionate share of property it would have received in any such distribution had Warrantholder held, on as though it were the holder of the Common Stock as of the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 1 contract
Stock Dividends. If the Company at any time while this Warrant is --------------- outstanding and unexpired shall:
(i) shall pay a dividend with respect to the Class A payable in shares of Preferred Stock or Common Stock payable or other securities exercisable for or convertible into shares of Common Stock (except any distribution specifically provided for in Class A Common Stockthe foregoing subparagraphs (a) and (b)), then (x) each Exercise the Warrant Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for of determination of shareholders entitled to receive such dividend or distribution, to that price determined by multiplying such Exercise the Warrant Price in effect immediately prior to such ex date of determination by a fraction (Aa) the numerator of which shall be the total number of shares of Class A Common Stock outstanding immediately prior to such dividend or distributiondistribution (assuming the conversion, exchange or exercise of all securities of the Company which are convertible, exchangeable or exercisable) ("Fully Diluted Common Stock"), and (Bb) the denominator of which shall be the total number of Class A shares of Fully Diluted Common Stock outstanding immediately after such dividend or distribution; , and (y) each corresponding the number of Shares subject to this Warrant Shares set forth in Schedule A hereto shall be proportionately adjusted. Notwithstanding the foregoing, from and after such ex datethere shall be no adjustment, pursuant to this Section, to that the Warrant Price, or the number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of for which this Warrant (assuming no Net Issuance) immediately prior to such ex date by is exercisable, if the reciprocal holder shall have been afforded an antidilution adjustment, in respect of the fraction referred issuance of securities, pursuant to the Preferred Stock provisions of the Company's Articles of Incorporation; it being the intent of the parties that the holder shall not be afforded an antidilution adjustment under both this Warrant and the Articles of Incorporation in clause (x) above; or
(ii) make any other distribution with respect to Class A Common Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Warrantholder shall receive upon each subsequent exercise of this Warrant, the same kind and amount issuance of property it would have received in such distribution had Warrantholder held, on the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercisesecurities.
Appears in 1 contract
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall:
(i) pay a dividend with respect to the Class A Common Stock payable in Class A Common Stock, then (x) each Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for such dividend or distribution, to that price determined by multiplying such Exercise Price in effect immediately prior to the date of determination of stockholders entitled to receive such ex date dividend or distribution shall be multiplied by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Stock (excluding treasury shares, if any) outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of Class A shares of Common Stock outstanding immediately after such dividend or distribution; distribution and (y) each corresponding number of Warrant Shares set forth in Schedule A hereto shall be adjusted, from and after such ex date, to that the number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted (assuming no Net Issuanceany such adjustment made pursuant to this Section 8(d)(i) shall become effective immediately prior after the record date for the determination of stockholders entitled to receive such ex date by the reciprocal of the fraction referred to in clause (x) abovedividend or distribution); or
(ii) make any other distribution (other than a cash dividend) with respect to Class A Common StockStock (or stock into which the Common Stock is convertible), except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon each subsequent exercise or conversion of this Warrant, the same kind and amount Warrant a proportionate share of property it would have received in any such distribution had Warrantholder held, on as though it were the holder of the Common Stock (or other stock for which the Common Stock is convertible) as of the record date fixed for the determination of the stockholders shareholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 1 contract
Samples: Warrant Agreement (Epicept Corp)
Stock Dividends. If the Company at any time while this Warrant Agreement is outstanding and unexpired shall:
(i) pay a dividend with respect to the Class A Common Preferred Stock payable in Class A Common Preferred Stock, then (x) each the Exercise Price set forth in Schedule A hereto shall be adjusted, from and after the ex date for of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying such the Exercise Price in effect immediately prior to such ex date of determination by a fraction (A) the numerator of which shall be the total number of shares of Class A Common Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of Class A Common shares of Preferred Stock outstanding immediately after such dividend or distribution; and (y) each corresponding number of Warrant Shares set forth in Schedule A hereto shall be adjusted, from and after such ex date, to that number of shares determined by multiplying the total number of Warrant Shares issuable upon exercise of this Warrant (assuming no Net Issuance) immediately prior to such ex date by the reciprocal of the fraction referred to in clause (x) above; or
(ii) make any other distribution with respect to Class A Common StockPreferred Stock (or stock into which the Preferred Stock is convertible), except (x) any distribution specifically provided for in any other clause of this Section 8, and (y) any accruing dividends set forth in the Charter on the Preferred Stock, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon each subsequent exercise or conversion of this Warrant, the same kind and amount Warrant a proportionate share of property it would have received in any such distribution had Warrantholder held, on as though it were the holder of the Preferred Stock (or other stock for which the Preferred Stock is convertible) as of the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution, a number of shares of Class A Common Stock equal to the number of Warrant Shares issuable upon such exercise.
Appears in 1 contract
Samples: Warrant Agreement (Melinta Therapeutics, Inc. /New/)