Assumption of Outstanding Warrants. At the Effective Time, each common stock purchase warrant of eNexi (the "eNexi Warrants") that is outstanding, shall be assumed by Acquiror and the holder(s) of such warrants shall be obligated to consent to such assumption. Following the Effective Time, the eNexi Warrants as assumed by Acquiror (the "Assumed Warrants") shall be exercisable for that number of shares of Acquiror's Common Stock equal to the number of shares of eNexi Common Stock issuable upon exercise of the eNexi Warrants multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares, and the per share exercise price for Acquiror's Common Stock issuable upon exercise of such Assumed Warrants shall be determined by dividing the exercise price per share of the eNexi Warrants, as in effect as of the date hereof, by the Exchange Ratio and rounding the resulting exercise price per share up to the nearest whole cent. All restrictions on the exercise of each such Assumed Warrant shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of the eNexi Warrants shall otherwise remain unchanged from the terms of the eNexi Warrants attached hereto and made a part hereof as Schedule 1.2(c), provided, however: (i) the Assumed Warrants shall not be exercisable in any event until the capitalization of Acquiror has been restated in the manner set forth at Section 5.16 hereof and in a manner which enables the issuance of shares of Acquiror Common Stock sufficient to cover the exercise and conversion of all derivative securities outstanding immediately following the Effective Time; and (ii) the Assumed Warrants shall be subject to further adjustment, as stated therein, to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Acquiror after the Effective Time. Prior to the Effective Time, Acquiror will provide each holder of an eNexi Warrant a written notice setting forth: (x) the number of shares of Acquiror Common Stock subject to such Assumed Warrants; and (y) the exercise price per share of Acquiror Common Stock issuable upon exercise of such Assumed Warrants. The form of the Assumed Warrants shall be in substantially the form attached as Exhibit 1.2(c).
Assumption of Outstanding Warrants. At the Closing the Purchaser shall assume the obligation to issue shares of the common stock of the Purchaser to the holders of outstanding warrants issued by the Private Company as set forth in Schedule "A" at the exercise price of $1.00 per share.
Assumption of Outstanding Warrants. Each of the Currently Outstanding Warrants that remains outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be assumed by SportsLine (the "Assumed Warrants"). From and after the Effective Time, each Assumed Warrant shall be exercisable upon the same terms and conditions as were applicable under such Assumed Warrant prior to the Effective Time for a number of shares of SportsLine Common Stock (rounded to the nearest whole number) equal to the product of (x) the number of shares of GolfWeb Common, Series B Preferred or Series C Preferred that the holder of such Assumed Warrant would have been entitled to receive had such holder exercised such option in full immediately prior to the Effective Time times (y) the Exchange Ratio for the GolfWeb Common, Series B Preferred or Series C Preferred, as applicable, determined in accordance with Section 3.1, at an exercise price per share of SportsLine Common Stock equal to the sum determined by dividing (A) the exercise price per share of such Assumed Warrant in effect immediately prior to the Effective Time by (B) the Exchange Ratio for the GolfWeb Common, Series B Preferred or Series C Preferred, as applicable, determined in accordance with Section 3.1. Between the date hereof and the Effective Time, GolfWeb shall take no action to accelerate the date on which any Currently Outstanding Warrant vests or becomes exercisable or to amend or modify any of the other terms and conditions thereof (including the exercise price).
Assumption of Outstanding Warrants. Upon the Closing, Eastside shall assume all existing Beeline warrants in the amounts, with the exercise price and termination dates as reflected on Schedule 2.1(e).
