Assumption of Outstanding Warrants Sample Clauses

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).
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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.
Sample 1
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).
Sample 1

Related to Assumption of Outstanding Warrants

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Authorized and Outstanding Stock (a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) and 7,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, 4,000,000 shares are designated as Series A Preferred Stock and upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares will be designated as the Series B Preferred Stock.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 750,000,000 shares of Common Stock, and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company.

  • Status and Availability of Preferred Shares (a) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares.

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

  • Cancellation of Notes Paid, Converted, Etc The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company Order.

  • Outstanding Warrants Only The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is met. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Borrowing Mechanics for Swing Line Loans (i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

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