Subscription Rights. If the Company, during the period commencing on the Closing Date (as defined in the Purchase Agreement) through and including the date which is 12 months from the Authorization Date, shall distribute to all of the holders of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (an "Appraiser") selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser meeting the same qualifications, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above; provided, however, that if (X) (1) the Registration Statement (as defined in the Registration Rights Agreement) is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder for at least twenty (20) Trading Days prior to a Trigger Date; (2) the Company has, at all times prior to the Trigger Date, a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of all of the Securities (as defined in the Purchase Agreement) issued pursuant to the Purchase Agreement; and (3) no Event of Default shall have occurred and be continuing; and (Y) the Per Share Market Value is greater than 150% of the Conversion Price (as defined in the Debentures) in effect on the Closing Date for any five (5) consecutive Trading Days prior to the 180th day following the Authorization Date, then this provision shall expire automatically on the 180th day following the Authorization Date.
Appears in 1 contract
Samples: Geron Corporation
Subscription Rights. If the Company, during the period commencing on the Closing Date (as defined in the Purchase Agreement) date of issuance of this Warrant through and including the date which is 12 months from the Authorization Datedate of issuance of this Warrant, shall distribute to all of the holders of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (an "Appraiser") selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser meeting the same qualifications, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above; provided, however, that if . If (X) (1) the Registration Statement (as defined in the Registration Rights Agreement) is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder for at least twenty (20) Trading Days prior to a Trigger Date; (2) the Company has, at all times prior to the Trigger Date, a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of all of declared effective by the Securities (as defined in the Purchase Agreement) issued pursuant to the Purchase Agreement; and (3) no Event of Default shall have occurred and be continuing; Exchange Commission and (Y) the Per Share Market Value is greater than 150% of the Conversion Exercise Price (as defined in of the Debentures) in effect on the Closing Date date of this Warrant for any five (5) consecutive Trading Days prior to the 180th day following the Authorization DateDays, then this provision Section 6 (c) shall expire automatically on the 180th day following the Authorization Datedate of issuance of this Warrant.
Appears in 1 contract
Samples: Geron Corporation
Subscription Rights. If the Company, during the period commencing on the Closing Date (as defined in the Purchase Agreement) through and including the date which is 12 months from the Authorization Issue Date, shall distribute to all of the holders of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (an "Appraiser") selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser meeting the same qualifications, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above; provided, however, that if (X) (1) the Registration Statement (as defined in the Registration Rights Agreement) is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder for at least twenty (20) Trading Days prior to a Trigger Date; (2) the Company has, at all times prior to the Trigger Date, a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of all of the Securities (as defined in the Purchase Agreement) issued pursuant to the Purchase Agreement; and (3) no Event of Default shall have occurred and be continuingcontinuing on the Trigger Date or at any time during the twenty (20) Trading Days prior to a Trigger Date; and (Y) the Per Share Market Value is greater than 150% of the Conversion Price (as defined in the Debentures) in effect on the Closing Date (as defined in the Purchase Agreement) for any five (5) consecutive Trading Days prior to the 180th day following the Authorization Issue Date, then this provision shall expire automatically on the 180th day following the Authorization Issue Date.
Appears in 1 contract
Samples: Geron Corporation
Subscription Rights. If the CompanyIssuer, during the period commencing on the Closing Date (as defined in the Purchase Agreement) through and including the date which is 12 15 months from the Authorization Closing Date, shall distribute to all of the holders of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Conversion Price at which the Warrant this Security shall thereafter be exercisable shall be determined by multiplying the Exercise Conversion Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (10%) of the net assets of the CompanyIssuer, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (an "Appraiser") selected in good faith by the Registered Owner Holder of the WarrantSecurity; and provided, further, that the CompanyIssuer, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser meeting the same qualifications, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above; provided, however, that if (X) (1) the Registration Statement (as defined in the Registration Rights Agreement) is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder for at least twenty (20) Trading Days prior to a Trigger Date; (2) the Company Issuer has, at all times prior to the Trigger Date, a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of all of the Securities (as defined in the Purchase Agreement) issued pursuant to the Purchase Agreement; and (3) no Event of Default shall have occurred and be continuing; and (Y) the Per Share Market Value is greater than 150% of the Conversion Price (as defined in the Debentures) in effect on the Closing Date for any five (5) consecutive Trading Days prior to the 180th day following the Authorization Closing Date, then this provision shall expire automatically on the 180th day following the Authorization Closing Date.
Appears in 1 contract
Samples: Geron Corporation
Subscription Rights. If the Company, during the period commencing on the Closing Date (as defined in the Purchase Agreement) through and including the date which is 12 months from the Authorization Date, shall distribute to all of the holders of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (an "Appraiser") selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser meeting the same qualifications, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above; provided, however, that if (X) (1) the Registration Statement (as defined in the Registration Rights Agreement) is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder for at least twenty (20) Trading Days prior to a Trigger Date; (2) the Company has, at all times prior to the Trigger Date, a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of all of the Securities (as defined in the Purchase Agreement) issued pursuant to the Purchase Agreement; and (3) no Event of Default shall have occurred and be continuing; and (Y) the Per Share Market Value is greater than 150% of the Conversion Price (as defined in the Debentures) in effect on the Closing Date for any five (5) consecutive Trading Days prior to the 180th day following the Authorization Date, then this provision shall expire automatically on the 180th day following the Authorization Date.in
Appears in 1 contract
Samples: Geron Corporation
