Common use of Assumption of Warrants Clause in Contracts

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.