Assumption of Warrants. Except for the Company Warrants held by Kevix Xxxxxxxx xx Trustee of the Kevix X. Xxxxxxxx Xxxlaration of Trust dated November 2, 1994 and by Novartis Pharmaceutical Corporation, all of the other Company Warrants (the "Assumed Warrants") outstanding at the Effective Time (including the warrants held by Comdisco, Inc., to the extent such warrants allow assumption in accordance with their respective terms) shall, at the Effective Time; (a) represent an entitlement to receive upon exercise that number of shares of Parent Common Stock which a holder of Company capital stock deliverable upon exercise of the right to purchase such Company capital stock under the relevant warrant would have been entitled in the Merger if the right to purchase such Company capital stock had been exercised immediately prior to the Merger; and (b) be subject to exercise upon payment of a per share exercise price equal to the exercise price applicable immediately before the Effective Time divided by the Exchange Ratio. All restrictions on the exercise of the Assumed Warrants in effect immediately before the Effective Time shall be continuing in full force and effect and the term, exercisability schedule and other provisions of the Assumed Warrants shall otherwise remain unchanged. Prior to the Closing Date, all notices and adjustments to the terms of all Company Warrants outstanding on the Closing Date required to be given or made pursuant to the terms of such Company Warrants shall have been duly and timely given or made.
Assumption of Warrants. At the Effective Time, each then outstanding Company Warrant, whether or not exercisable at the Effective Time and regardless of the respective exercise prices thereof, will be assumed by Parent. Each Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Warrant immediately prior to the Effective Time, except that (i) each Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, as adjusted, rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, as adjusted, rounded up to the nearest whole cent.
Assumption of Warrants. At the Effective Time, any outstanding New Investors Warrant or Prior VisiJet Shareholders Warrant, without any further action by the holder thereof, (i) will be assumed by PNSO in connection with the Merger, (ii) shall continue to have, and be subject to, the same terms and conditions as were applicable to such warrant immediately prior to the Effective Time (including, but not limited to, any repurchase rights or vesting provisions), and, (iii) consistent with, and based on the Conversion Ratio, (A) any such warrant shall be exercisable for the same number of shares of PNSO Common Stock as the number of shares of VisiJet Common Stock underlying such warrant immediately prior to the Effective Time, and (B) the per share exercise price for the shares of PNSO Common Stock issuable upon exercise of such assumed warrant shall equal the per share exercise price for the shares of VisiJet Common Stock underlying such warrant immediately prior to the Effective Time.
Assumption of Warrants. At the Effective Time, all outstanding and unexercised portions of all warrants to purchase Amyris California Preferred Stock, shall be assumed by Amyris Delaware and become warrants to purchase the same number of shares of the corresponding series of Amyris Delaware Preferred Stock at the same exercise price per share at which such warrant was exercisable immediately prior to the Merger, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, acceleration provision, if applicable, and all other material terms and conditions.
Assumption of Warrants. At the Effective Time, Parent shall assume and cause to be performed all obligations of the Company under the Company Warrants (as defined in Section 3.3(a)). Each Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable warrant agreement immediately prior to the Effective Time, except that each outstanding Company Warrant will be exercisable (or will become exercisable in accordance with its terms), for shares of Parent Common Stock and cash in the same proportion that the holders of Company Common Stock receive in the aggregate in the Merger as measured as of the Effective Time. Parent shall use reasonable efforts to cause to become effective at the Effective Time a shelf registration statement on Form S-3 under the Securities Act covering the resale of the ChaseMellon Warrants and Parent Common Stock issuable upon exercise of the ChaseMellon Warrants and the Bankers Trust Warrants and shall maintain the effectiveness thereof until the registration requirements set forth in (A) the Warrant Registration Rights Agreement dated July 12, 2000, by and among iPCS, Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and TD Securities (USA) Inc., and (B) the Bankers Trust Warrant Agreement expire. At the Effective Time Parent shall also assume all obligations under Section 4(b) of the Sprint Warrant.
Assumption of Warrants. (a) At the Effective Time, automatically and without any action on the part of the holder thereof, the Surviving Company shall assume each MIC Common Stock Warrant remaining outstanding immediately prior to the Effective Time and each such MIC Common Stock Warrant shall become a warrant to purchase that number of Class B Common Shares (or if exercised after the conversion of the Class B Common Shares, Common Shares) equal to the number of shares of MIC Common Stock that would have been issuable upon the exercise of such MIC Common Stock Warrant at an exercise price per share equal to the per share exercise price of such MIC Common Stock Warrant, and otherwise upon the same terms and conditions, as set forth in the applicable warrant agreement. Other than as described in the immediately preceding sentence, each such MIC Common Stock Warrant, so assumed, shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying MIC Common Stock Warrant immediately prior to the Effective Time.
(b) The Surviving Company shall take all company actions necessary to reserve for issuance a sufficient number of Class B Common Shares (and Common Shares) for delivery upon exercise of the MIC Common Stock Warrants assumed by the Surviving Company pursuant to Section 2.8(a).
Assumption of Warrants. At the Closing, the Acquiror shall succeed to, and be substituted for (so that from and after the Closing Date, the provisions of the Acquiree Warrants referring to the “Company” shall refer instead to the Acquiror), and may exercise every right and power of the Acquiree and shall assume all of the obligations of the Acquiree under the Acquiree Warrants with the same effect as if the Acquiror had been named as the “Company” therein. At the Closing, the Acquiror shall deliver to the holder of each Acquiree Warrant that there shall be issued upon exercise of such holder’s Acquiree Warrant at any time after the consummation of the Share Exchange, in lieu of the shares of Acquiree Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the Acquiree Warrant prior to the Share Exchange, such shares of Acquiror Common Stock which the holder would have been entitled to receive upon the exercise of such Acquiree Warrant had such Acquiree Warrant been exercised immediately prior to the Share Exchange, as adjusted in accordance with the provisions of the Acquiree Warrant.
Assumption of Warrants. (a) At the Effective Time, each warrant to purchase Company Common Stock described in Section 4.2 of the Company Disclosure Schedule (each, a "Company Warrant"), whether then exerciseable or not, without any action on the part of the holder, shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant, a number of shares of Parent Common Stock equivalent to (A) the number of Shares that could have been purchased immediately prior to the Effective Time under such Company Warrant multiplied by (B) the Exchange Ratio (rounded down to the nearest whole number), at a price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the exercise price per share pursuant to such Company Warrant immediately prior to the Effective Time divided by the Exchange Ratio. At or prior to the Effective Time, the Company shall make all necessary arrangements with respect to the Company Warrants to permit the assumption of the unexercised Company Warrants by Parent pursuant to this Section 3.5.
(b) Effective at the Effective Time, Parent shall assume each Company Warrant. At or prior to the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Warrants assumed by it in accordance with this Section."
2. Section 6.10.(a). The second and third sentences of Section 6.10.(a) shall ---------------- be deleted in their entirety and the following sentence shall be inserted in their place: "The Company shall exercise its best efforts to deliver or cause to be delivered to Parent, at least 35 days prior to the Effective Time, from each Affiliate of the Company identified in the foregoing list and any other person who Parent or the Company reasonably believes to be an Affiliate of the Company, a letter in the form attached as Exhibit A-2 (the "Company Affiliates Letter.")"
3. Section 6.10.(c). A new Section 6.10.(c) shall be added as follows: ----------------
Assumption of Warrants. Subject to the terms of their ---------------------- respective governing instruments, each AEW Warrant and each Codina Warrant (collectively, the "Warrants") issued and outstanding at the Effective Time -------- shall remain outstanding following the Effective Time. At the Effective time, the AEW Warrant Agreement and each outstanding AEW Warrant and the Codina Warrant Agreement and each outstanding Codina Warrant shall be assumed by the Surviving Entity. Each such Warrant shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrant, a number of shares of Duke Common Stock equal to the number of shares of Duke Common Stock purchasable pursuant to such Warrant multiplied by the Exchange Ratio (plus the amount of cash consideration, if any, payable with respect to the number of shares of Duke Common Stock issuable upon the exercise of such Warrant immediately prior to the Effective Time), at a price per share equal to the per-share exercise price for the shares of Weeks Common Stock purchasable pursuant to such Warrant divided by the Exchange Ratio. Any fractional interests shall be rounded up to one share of Duke Common Stock (with all fractional interests to which a holder would otherwise be entitled being aggregated before any such rounding). Duke shall take all action necessary to reserve for issuance a sufficient number of shares of Duke Common Stock for delivery upon exercise of the Warrants assumed in accordance with this Section 5.17.
Assumption of Warrants. Subject to the terms and conditions of this Agreement, at the Effective Time, PG will assume each outstanding warrant to purchase capital stock of Avidia other than Exchangeable Warrants (each, an "Assumed Warrant" and, collectively, the "Assumed Warrants") and each such Assumed Warrant shall be converted in accordance with its terms and without any action on the part of the holder thereof into a warrant to purchase shares of PG Common Stock (each, a "PG Warrant" and, collectively, the "PG Warrants") for that number of shares determined by multiplying the number of shares of Avidia capital stock subject to such Assumed Warrant by the Exchange Ratio. At and after the Effective Time, upon exercise of an Assumed Warrant, the holder shall receive, in exchange therefor, a certificate representing that number of whole shares of PG Common Stock to which such holder is entitled pursuant to this Section 1.7 less such holder's portion of the Holdback Amount (such portion to be determined on a pro rata basis among the holders of Avidia Common Stock, Avidia Preferred Stock, Exchangeable Warrants and Assumable Warrants, calculated according to the number of shares of Avidia Common Stock represented by such securities on a fully diluted basis). Subject to the foregoing, the exercise price per share (the "Warrant Exercise Price") for each such PG Warrant will equal the exercise price of the corresponding Assumed Warrant immediately prior to the Effective Time divided by the Exchange Ratio, such that there is no or de minimis change in the aggregate exercise price of each Assumed Warrant. If the foregoing calculation results in a PG Warrant being exercisable for a fraction of a share (after aggregation of all shares subject to such warrant), then in lieu of receiving such fractional share, the holder of such warrant shall receive in cash the fair market value of the fractional share, net of the applicable exercise price of such fractional share. The per share exercise price of each PG Warrant shall be rounded up to the nearest hundredth of a cent ($0.0001). Unless the parties hereto and the warrantholder otherwise agree, each PG Warrant shall be enforceable against PG according to its terms and the term, exercisability and all other terms of each PG Warrant will be substantially the same as those of the corresponding Assumed Warrant.
