Warrant Adjustments. (a) In the event that the Company distributes bonus shares during the exercise period of the Warrants, the number of shares resulting from the exercise of the Warrants shall increase or decrease by the number of shares the Warrantholder would have been entitled to receive as bonus shares, had he exercised the Warrants by the last TASE trading day prior to the ex- date. The aggregate exercise price of the warrants shall not change as a result of such adjustment. (b) In the event the Company shall, at any time or from time to time after the date hereof and prior to the applicable Expiration Date, subdivide or combine the outstanding Ordinary Shares into a greater or lesser number of shares (any such subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Exercise Price shall be adjusted to a price equal to the Exercise Price in effect immediately prior to the Change of Shares multiplied by a fraction, the numerator of which shall be the total number of Ordinary Shares outstanding immediately prior to the Change of Shares and the denominator of which shall be the total number of Ordinary Shares outstanding immediately after the Change of Shares. Upon each such adjustment of the Exercise Price, the number of shares purchasable upon exercise of each Warrant shall be proportionately adjusted such that the aggregate consideration payable upon full exercise of such Warrant remains the same immediately before and after the adjustment. (c) In the event that the Company shall, at any time or from time to time after the date hereof and prior to the applicable Expiration Date, distribute to all of the holders of Ordinary Shares rights to purchase any type of the Company’s securities (“Rights Offering”), no change shall be made in the Exercise Price or number of shares issuable upon exercise of the Warrants and, instead, each holder of Warrants who holds such Warrants on the date of determination of shareholders eligible to participate in the Rights Offering shall be afforded an opportunity to participate in the Rights Offering on the same terms, mutatis mutandis, as a holder of the number of Ordinary Shares purchasable upon full exercise of the Warrants held by such holder on such date. (d) In the event that the Company shall, at any time or from time to time after the date hereof and prior to the applicable Expiration Date, distribute dividends (other than a Bonus Share Distribution) to all of the holders of Ordinary Shares (a “Non-Share Dividend”), then, and thereafter upon each further Non-Share Dividend, the Exercise Price shall be adjusted to a price equal to the Exercise Price in effect immediately prior to the Non-Share Dividend multiplied by a fraction, the numerator of which shall be the closing share price on the first TASE trading day ex-dividend and the denominator of which shall be the TASE closing share price on the immediately preceding TASE trading day. (e) In case of any reclassification, capital reorganization or other change of outstanding Ordinary Shares (other than a change of Ordinary Shares referred to in Section 8(a) or (b)), the Company shall cause effective provision to be made so that each holder of a Warrant then outstanding shall have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change by a holder of the number of Ordinary Shares that might have been purchased upon exercise of such Warrant immediately prior to such reclassification, capital reorganization or other change. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding Ordinary Shares. (f) The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Section 8, and any Warrant Certificates issued after such adjustment may state the same Exercise Price and number of underlying Ordinary Shares as are stated in the Warrant Certificates initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not materially adversely affect the interest of the holders of the Warrants; and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed. (g) After each adjustment pursuant to this Section 8, the Company will promptly prepare a certificate signed by the Chairman of the Board, the Chief Executive Officer or any other officer of the Company setting forth: (i) the number of Ordinary Shares purchasable upon exercise of each Warrant after such adjustment and, if the Company shall have elected to adjust the number of Warrants, the number of Warrants to which the Registered Holder of each Warrant shall then be entitled and (ii) a statement showing in detail the method of calculation and the facts upon which such adjustment or readjustment is based. The Company will promptly file such certificate with the Warrant Agent and the Company shall instruct the Warrant Agent to send a copy thereof no later than thirty (30) days after the adjustment by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof (h) Any determination as to whether an adjustment is required pursuant to this Section 8, or as to the amount of any such adjustment, if required, shall be binding upon the holders of the Warrants and the Company if made in good faith by the Board of Directors of the Company in accordance with this Agreement.
Appears in 1 contract
Warrant Adjustments. The Exercise Amount shall be subject to adjustments, calculated by the Company, from time to time as follows:
(a) In the event that case the Company distributes bonus shares during the exercise period shall hereafter pay a dividend or make a distribution to all holders of the Warrantsoutstanding Common Stock in shares of Common Stock, the number Exercise Amount in effect at the opening of shares resulting from business on the exercise date following the date fixed for the determination of the Warrants shall increase or decrease by the number of shares the Warrantholder would have been shareholders entitled to receive as bonus shares, had he exercised the Warrants by the last TASE trading day prior to the ex- date. The aggregate exercise price of the warrants shall not change as a result of such adjustment.
(b) In the event the Company shall, at any time dividend or from time to time after the date hereof and prior to the applicable Expiration Date, subdivide or combine the outstanding Ordinary Shares into a greater or lesser number of shares (any such subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Exercise Price other distribution shall be adjusted to a price equal to the increased by multiplying such Exercise Price in effect immediately prior to the Change of Shares multiplied Amount by a fraction, ,
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination and the total number of Ordinary Shares outstanding immediately prior to the Change of Shares and shares constituting such dividend or other distribution, and
(ii) the denominator of which shall be the total number of Ordinary Shares shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination. Such increase shall become effective immediately after the Change opening of Sharesbusiness on the day following the Record Date. Upon each such adjustment If any dividend or distribution of the Exercise Pricetype described in this paragraph (a) is declared but not so paid or made, the Exercise Amount shall again be adjusted to the Exercise Amount which would then be in effect if such dividend or distribution had not been declared.
(b) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares purchasable of Common Stock, the Exercise Amount in effect at the opening of business on the day following the day upon exercise of each Warrant which such subdivision becomes effective shall be proportionately adjusted increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Amount in effect at the opening of business on the day following the day upon which such that combination becomes effective shall be proportionately decreased, such reduction or increase, as the aggregate consideration payable upon full exercise of such Warrant remains the same case may be, to become effective immediately before and after the adjustmentopening of business on the day following the day upon which such subdivision or combination becomes effective.
(c) In case the event Company shall issue rights or warrants (other than any rights or warrants referred to in paragraph (d) below) to all or substantially all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Market Price on the Record Date fixed for the determination of shareholders entitled to receive such rights or warrants, the Exercise Amount shall be adjusted so that the Company shall, at any time or from time to time after same shall equal the date hereof and prior to the applicable Expiration Date, distribute to all of the holders of Ordinary Shares rights to purchase any type of the Company’s securities (“Rights Offering”), no change shall be made in amount determined by multiplying the Exercise Price or number Amount in effect at the opening of shares issuable upon exercise of the Warrants and, instead, each holder of Warrants who holds such Warrants business on the date of determination of shareholders eligible to participate in the Rights Offering shall be afforded an opportunity to participate in the Rights Offering on the same terms, mutatis mutandis, as a holder of the number of Ordinary Shares purchasable upon full exercise of the Warrants held by after such holder on such date.
(d) In the event that the Company shall, at any time or from time to time after the date hereof and prior to the applicable Expiration Date, distribute dividends (other than a Bonus Share Distribution) to all of the holders of Ordinary Shares (a “Non-Share Dividend”), then, and thereafter upon each further Non-Share Dividend, the Exercise Price shall be adjusted to a price equal to the Exercise Price in effect immediately prior to the Non-Share Dividend multiplied Record Date by a fraction, :
(i) the numerator of which shall be the closing share price number of shares of Common Stock outstanding on the first TASE trading day ex-dividend and close of business on the Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible), and
(ii) the denominator of which shall be the TASE closing share price number of shares of Common Stock outstanding at the close of business on the Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Market Price. Such adjustment shall become effective immediately preceding TASE trading dayafter the opening of business on the day following the Record Date fixed for determination of shareholders entitled to receive such rights or warrants. To the extent that shares of Common Stock (or securities convertible into Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants the Exercise Amount shall be readjusted to the Exercise Amount which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.
(ed) In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock shares of any reclassification, class of capital reorganization or other change stock of outstanding Ordinary Shares the Company (other than a change any dividends or distributions to which paragraph (a) above applies) or evidence of Ordinary Shares its indebtedness, cash or other assets, including securities (including the capital stock of its subsidiaries), but excluding (i) any rights or warrants referred to in paragraph (c) above, (ii) any stock, securities or other property or assets (including cash) distributed in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 8(a4.02 hereof applies and (iii) or dividends and distributions paid exclusively in cash, then, in each such case, subject to the second succeeding paragraph of this paragraph (b)d), the Company Exercise Amount shall cause be increased so that the same shall be equal to the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction:
(i) the numerator of which shall be the Conversion Price on such date, and
(ii) the denominator of which shall be such Conversion Price less the Fair Market Value on such date of the portion of the capital stock, indebtedness, cash or other assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of the Common Stock outstanding on the Record Date). As used herein, "Conversion Price" as of any date of determination shall mean $50 divided by the Exercise Amount then in effect. Such increase shall become effective immediately prior to the opening of business on the day following the Record Date. However, in the event that (i) the then Fair Market Value of the portion of the capital stock, indebtedness, cash or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the Record Date or (ii) such Market Price exceeds such Fair Market Value by less than $1.00, in lieu of the foregoing adjustment, adequate provision to shall be made so that each holder of a Warrant then outstanding Holder shall have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change by a holder of the number of Ordinary Shares that might have been purchased receive upon exercise of a Warrant the amount of securities such Holder would have received had such Holder exercised such Warrant immediately prior to such reclassification, capital reorganization Record Date. In the event that such dividend or other change. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding Ordinary Shares.
(f) The form of Warrant Certificate need distribution is not be changed because of any adjustment made pursuant to this Section 8, and any Warrant Certificates issued after such adjustment may state the same Exercise Price and number of underlying Ordinary Shares as are stated in the Warrant Certificates initially issued pursuant to this Agreement. Howeverso paid or made, the Company may at any time in its sole discretion (Exercise Amount shall again be adjusted to be the Exercise Amount which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not materially adversely affect the interest of the holders of the Warrants; and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may would then be in the form as so changed.
(g) After each adjustment pursuant to this Section 8, the Company will promptly prepare a certificate signed by the Chairman of the Board, the Chief Executive Officer effect if such dividend or any other officer of the Company setting forth: (i) the number of Ordinary Shares purchasable upon exercise of each Warrant after such adjustment and, if the Company shall have elected to adjust the number of Warrants, the number of Warrants to which the Registered Holder of each Warrant shall then be entitled and (ii) a statement showing in detail the method of calculation and the facts upon which such adjustment or readjustment is baseddistribution had not been declared. The Company will promptly file such certificate with the Warrant Agent and the Company shall instruct the Warrant Agent to send a copy thereof no later than thirty (30) days after the adjustment by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof
(h) Any determination as to whether an adjustment is required pursuant to this Section 8, or as to the amount of any such adjustment, if required, shall be binding upon the holders of the Warrants and the Company if made in good faith by If the Board of Directors determines the Fair Market Value of any distribution for purposes of this paragraph (d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the "Reference Period") used in computing the Market Price as of the same date of determination to the extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders. In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company's subsidiaries (a "Spin-Off"), the Fair Market Value of the securities to be distributed shall equal the average of Trading Prices of those securities for the ten consecutive Trading Days commencing on and including the fifth day of trading of those securities after the Ex-Date for such dividend or distribution, and the then current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall mean the initial public offering price of such securities and the then current Market Price shall mean the Trading Price for the Common Stock on the same Trading Day. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"):
(1) are deemed to be transferred with such shares of Common Stock;
(2) are not exercisable; and
(3) are also issued in accordance respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this paragraph (d) (and no adjustment to the Exercise Amount under this paragraph (d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and Record Date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Exercise Amount under this Agreement.paragraph (d):
Appears in 1 contract
Warrant Adjustments. The Exercise Amount shall be subject to adjustments, calculated by the Company, from time to time as follows:
(a) In the event that case the Company distributes bonus shares during the exercise period shall hereafter pay a dividend or make a distribution to all holders of the Warrantsoutstanding Common Stock in shares of Common Stock, the number Exercise Amount in effect at the opening of shares resulting from business on the exercise date following the date fixed for the determination of the Warrants shall increase or decrease by the number of shares the Warrantholder would have been shareholders entitled to receive as bonus shares, had he exercised the Warrants by the last TASE trading day prior to the ex- date. The aggregate exercise price of the warrants shall not change as a result of such adjustment.
(b) In the event the Company shall, at any time dividend or from time to time after the date hereof and prior to the applicable Expiration Date, subdivide or combine the outstanding Ordinary Shares into a greater or lesser number of shares (any such subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Exercise Price other distribution shall be adjusted to a price equal to the increased by multiplying such Exercise Price in effect immediately prior to the Change of Shares multiplied Amount by a fraction, ,
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination and the total number of Ordinary Shares outstanding immediately prior to the Change of Shares and shares constituting such dividend or other distribution, and
(ii) the denominator of which shall be the total number of Ordinary Shares shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination. Such increase shall become effective immediately after the Change opening of Sharesbusiness on the day following the Record Date. Upon each such adjustment If any dividend or distribution of the Exercise Pricetype described in this paragraph (a) is declared but not so paid or made, the Exercise Amount shall again be adjusted to the Exercise Amount which would then be in effect if such dividend or distribution had not been declared.
(b) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares purchasable of Common Stock, the Exercise Amount in effect at the opening of business on the day following the day upon exercise of each Warrant which such subdivision becomes effective shall be proportionately adjusted increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Amount in effect at the opening of business on the day following the day upon which such that combination becomes effective shall be proportionately decreased, such reduction or increase, as the aggregate consideration payable upon full exercise of such Warrant remains the same case may be, to become effective immediately before and after the adjustmentopening of business on the day following the day upon which such subdivision or combination becomes effective.
(c) In case the event Company shall issue rights or warrants (other than any rights or warrants referred to in paragraph (d) below) to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Market Price on the Record Date fixed for the determination of shareholders entitled to receive such rights or warrants, the Exercise Amount shall be adjusted so that the Company shall, at any time or from time to time after same shall equal the date hereof and prior to the applicable Expiration Date, distribute to all of the holders of Ordinary Shares rights to purchase any type of the Company’s securities (“Rights Offering”), no change shall be made in amount determined by multiplying the Exercise Price or number Amount in effect at the opening of shares issuable upon exercise of the Warrants and, instead, each holder of Warrants who holds such Warrants business on the date of determination of shareholders eligible to participate in the Rights Offering shall be afforded an opportunity to participate in the Rights Offering on the same terms, mutatis mutandis, as a holder of the number of Ordinary Shares purchasable upon full exercise of the Warrants held by after such holder on such date.
(d) In the event that the Company shall, at any time or from time to time after the date hereof and prior to the applicable Expiration Date, distribute dividends (other than a Bonus Share Distribution) to all of the holders of Ordinary Shares (a “Non-Share Dividend”), then, and thereafter upon each further Non-Share Dividend, the Exercise Price shall be adjusted to a price equal to the Exercise Price in effect immediately prior to the Non-Share Dividend multiplied Record Date by a fraction, :
(i) the numerator of which shall be the closing share price number of shares of Common Stock outstanding on the first TASE trading day ex-dividend and close of business on the Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible), and
(ii) the denominator of which shall be the TASE closing share price on the immediately preceding TASE trading day.
(e) In case of any reclassification, capital reorganization or other change of outstanding Ordinary Shares (other than a change of Ordinary Shares referred to in Section 8(a) or (b)), the Company shall cause effective provision to be made so that each holder of a Warrant then outstanding shall have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change by a holder Common Stock outstanding at the close of business on the Record Date plus the number of Ordinary Shares shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Market Price. Such adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of shareholders entitled to receive such rights or warrants. To the extent that might have been purchased shares of Common Stock (or securities convertible into Common Stock) are not delivered pursuant to such rights or warrants, upon exercise the expiration or termination of such Warrant immediately prior to such reclassification, capital reorganization rights or other change. Any such provision shall include provision for adjustments that warrants the Exercise Amount shall be as nearly equivalent as may be practicable readjusted to the Exercise Amount which would then be in effect had the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes made upon the issuance of outstanding Ordinary Shares.
(f) The form of Warrant Certificate need not be changed because of any adjustment such rights or warrants been made pursuant to this Section 8, and any Warrant Certificates issued after such adjustment may state on the same Exercise Price and number of underlying Ordinary Shares as are stated in the Warrant Certificates initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not materially adversely affect the interest basis of the holders delivery of the Warrants; and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.
(g) After each adjustment pursuant to this Section 8, the Company will promptly prepare a certificate signed by the Chairman of the Board, the Chief Executive Officer or any other officer of the Company setting forth: (i) only the number of Ordinary Shares purchasable upon exercise shares of each Warrant after Common Stock (or securities convertible into Common Stock) actually delivered. In the event that such adjustment and, if the Company shall have elected to adjust the number of Warrantsrights or warrants are not so issued, the number of Warrants Exercise Amount shall again be adjusted to be the Exercise Amount which the Registered Holder of each Warrant shall would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and (ii) a statement showing in detail determining the method aggregate offering price of calculation and the facts upon which such adjustment or readjustment is based. The Company will promptly file such certificate with the Warrant Agent and the Company shall instruct the Warrant Agent to send a copy thereof no later than thirty (30) days after the adjustment by ordinary first class mail to each Registered Holder shares of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof
(h) Any determination as to whether an adjustment is required pursuant to this Section 8Common Stock, or as to the amount of any such adjustment, if required, there shall be binding upon taken into account any consideration received for such rights or warrants, the holders value of the Warrants and the Company such consideration if made in good faith other than cash, to be determined by the Board of Directors of the Company in accordance with this AgreementDirectors.
Appears in 1 contract
Samples: Warrant Agreement (Reinsurance Group of America Inc)
Warrant Adjustments. (a) In the event that the Company distributes bonus shares during the exercise period of the WarrantsThe Exercise Amount shall be subject to adjustments, the number of shares resulting from the exercise of the Warrants shall increase or decrease calculated by the number of shares the Warrantholder would have been entitled to receive as bonus sharesCompany, had he exercised the Warrants by the last TASE trading day prior to the ex- date. The aggregate exercise price of the warrants shall not change as a result of such adjustment.
(b) In the event the Company shall, at any time or from time to time after as follows: In case the date hereof and prior Company shall hereafter pay a dividend or make a distribution to the applicable Expiration Date, subdivide or combine all holders of the outstanding Ordinary Shares into a greater or lesser number Common Stock in shares of shares (any such subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of SharesCommon Stock, the Exercise Price Amount in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be adjusted to a price equal to the increased by multiplying such Exercise Price in effect immediately prior to the Change of Shares multiplied Amount by a fraction, ,
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination and the total number of Ordinary Shares outstanding immediately prior to the Change of Shares and shares constituting such dividend or other distribution, and
(ii) the denominator of which shall be the total number of Ordinary Shares shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination. Such increase shall become effective immediately after the Change opening of Sharesbusiness on the day following the Record Date. Upon each such adjustment If any dividend or distribution of the Exercise Pricetype described in this paragraph (a) is declared but not so paid or made, the Exercise Amount shall again be adjusted to the Exercise Amount which would then be in effect if such dividend or distribution had not been declared. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares purchasable of Common Stock (including the 3 for 2 stock split payable to Common Stockholders on May 15, 2001), the Exercise Amount in effect at the opening of business on the day following the day upon exercise of each Warrant which such subdivision becomes effective shall be proportionately adjusted such that the aggregate consideration payable upon full exercise increased, and conversely, in case outstanding shares of such Warrant remains the same immediately before and after the adjustment.
(c) In the event that the Company shall, at any time or from time to time after the date hereof and prior to the applicable Expiration Date, distribute to all of the holders of Ordinary Shares rights to purchase any type of the Company’s securities (“Rights Offering”), no change Common Stock shall be made in the Exercise Price or combined into a smaller number of shares issuable of Common Stock, the Exercise Amount in effect at the opening of business on the day following the day upon exercise which such combination becomes effective shall be proportionately decreased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the Warrants andday following the day upon which such subdivision or combination becomes effective. In case the Company shall issue rights or warrants (other than any rights or warrants referred to in paragraph (d) below) to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Market Price on the Record Date fixed for the determination of stockholders entitled to receive such rights or warrants, instead, each holder the Exercise Amount shall be adjusted so that the same shall equal the amount determined by multiplying the Exercise Amount in effect at the opening of Warrants who holds such Warrants business on the date of determination of shareholders eligible to participate in the Rights Offering shall be afforded an opportunity to participate in the Rights Offering on the same terms, mutatis mutandis, as a holder of the number of Ordinary Shares purchasable upon full exercise of the Warrants held by after such holder on such date.
(d) In the event that the Company shall, at any time or from time to time after the date hereof and prior to the applicable Expiration Date, distribute dividends (other than a Bonus Share Distribution) to all of the holders of Ordinary Shares (a “Non-Share Dividend”), then, and thereafter upon each further Non-Share Dividend, the Exercise Price shall be adjusted to a price equal to the Exercise Price in effect immediately prior to the Non-Share Dividend multiplied Record Date by a fraction, :
(i) the numerator of which shall be the closing share price number of shares of Common Stock outstanding on the first TASE trading day ex-dividend and close of business on the Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible), and
(ii) the denominator of which shall be the TASE closing share price number of shares of Common Stock outstanding at the close of business on the Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Market Price. Such adjustment shall become effective immediately preceding TASE trading day.
after the opening of business on the day following the Record Date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock (eor securities convertible into Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants the Exercise Amount shall be readjusted to the Exercise Amount which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors. In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any reclassification, class of capital reorganization or other change stock of outstanding Ordinary Shares the Company (other than a change any dividends or distributions to which paragraph (a) above applies) or evidences of Ordinary Shares its indebtedness, cash or other assets, including securities, but excluding (i) any rights or warrants referred to in paragraph (c) above, (ii) any stock, securities or other property or assets (including cash) distributed in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 8(a4.02 hereof applies and (iii) or dividends and distributions paid exclusively in cash, then, in each such case, subject to the second succeeding paragraph of this paragraph (b)d), the Company Exercise Amount shall cause be increased so that the same shall be equal to the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction:
(i) the numerator of which shall be the Market Price on such date plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) on such date of the portion of the securities so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of the Common Stock outstanding on the Record Date), and
(ii) the denominator of which shall be such Market Price. Such increase shall become effective immediately prior to the opening of business on the day following the Record Date. However, in the event that the then Fair Market Value (as so determined) of the portion of the securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision to shall be made so that each holder of a Warrant then outstanding Holder shall have the right thereafter, by exercising such Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change by a holder of the number of Ordinary Shares that might have been purchased receive upon exercise of a Warrant the amount of securities such Holder would have received had such Holder exercised such Warrant immediately prior to such reclassification, capital reorganization Record Date. In the event that such dividend or other change. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding Ordinary Shares.
(f) The form of Warrant Certificate need distribution is not be changed because of any adjustment made pursuant to this Section 8, and any Warrant Certificates issued after such adjustment may state the same Exercise Price and number of underlying Ordinary Shares as are stated in the Warrant Certificates initially issued pursuant to this Agreement. Howeverso paid or made, the Company may at any time in its sole discretion (Exercise Amount shall again be adjusted to be the Exercise Amount which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not materially adversely affect the interest of the holders of the Warrants; and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may would then be in the form as so changed.
(g) After each adjustment pursuant to this Section 8, the Company will promptly prepare a certificate signed by the Chairman of the Board, the Chief Executive Officer effect if such dividend or any other officer of the Company setting forth: (i) the number of Ordinary Shares purchasable upon exercise of each Warrant after such adjustment and, if the Company shall have elected to adjust the number of Warrants, the number of Warrants to which the Registered Holder of each Warrant shall then be entitled and (ii) a statement showing in detail the method of calculation and the facts upon which such adjustment or readjustment is baseddistribution had not been declared. The Company will promptly file such certificate with the Warrant Agent and the Company shall instruct the Warrant Agent to send a copy thereof no later than thirty (30) days after the adjustment by ordinary first class mail to each Registered Holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof
(h) Any determination as to whether an adjustment is required pursuant to this Section 8, or as to the amount of any such adjustment, if required, shall be binding upon the holders of the Warrants and the Company if made in good faith by If the Board of Directors determines the Fair Market Value of any distribution for purposes of this paragraph (d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the "Reference Period") used in computing the Market Price pursuant to paragraph (g) below to the extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders. In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company's subsidiaries (a "Spin-Off"), the Fair Market Value of the securities to be distributed shall equal the average of Trading Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-Off, and the then current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall mean the initial public offering price of such securities and the then current Market Price shall mean the Trading Price for the Common Stock on the same Trading Day. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"):
(1) are deemed to be transferred with such shares of Common Stock;
(2) are not exercisable; and
(3) are also issued in accordance respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this paragraph (d) (and no adjustment to the Exercise Amount under this paragraph (d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Exercise Amount under this Agreement.paragraph (d):
Appears in 1 contract
Samples: Warrant Agreement (Washington Mutual Capital Trust 2001)
