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, 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, 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, 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.
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, the Warrants ---------------------- will be assumed by Parent. Each 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 (including, without limitation, any repurchase rights or vesting provisions), except that (i) each 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 Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the share of Parent Common Stock issuable upon exercise of such assumed Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded to the nearest whole cent.
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. (a) At the Effective Time, automatically and without any action on the part of the holder thereof, Parent shall assume each Company Warrant remaining outstanding following the Merger and it shall become a warrant to purchase that number of shares of Parent Common Stock obtained by multiplying the number of shares of Company Common Stock issuable upon the exercise of such warrant by the Exchange Ratio at an exercise price per share equal to the per share exercise price of such warrant divided by the Exchange Ratio and otherwise upon the same terms and conditions as the applicable warrant.
Assumption of Warrants. At the Effective Time, each warrant to purchase Company Common stock (a "Warrant") shall represent the right to purchase and receive (in lieu of the Company Stock purchasable and receivable upon exercise of the rights represented thereby), upon exercise of the Warrant, the Merger Consideration issued or payable with respect to or in exchange for a number of outstanding shares of Company Common Stock equal to the number of shares of Company Common Stock purchasable and receivable upon the exercise of such Warrant immediately before the Merger. The provisions of each Warrant (including, without limitation, provisions for adjustment of the exercise price and the number of shares purchasable and receivable upon exercise of the Warrant) shall be applicable, as nearly as practicable, after the Merger in relation to the Merger Consideration deliverable upon exercise of the Warrant. At or before the Effective Time, Summit shall execute such instruments of assumption as may be required by any Warrant.
