Cancellation of Company Warrants Sample Clauses

Cancellation of Company Warrants. As of the Effective Time, all warrants to purchase Company Capital Stock issued and outstanding at such time (the “Company Warrants”) shall be exercised or exchanged for shares of Company Capital Stock pursuant to the terms thereof, and the holders of shares of Company Capital Stock issued or exchanged for such Company Warrants shall be entitled to receive their respective portion of the Aggregate Estimated Merger Consideration pursuant to the terms of this Agreement. Prior to the Effective Time, the Company shall use commercially reasonable efforts to take such actions as may be necessary, if any, to effect the treatment of the Company Warrants contemplated by the foregoing sentence.
Sample 1
AutoNDA by SimpleDocs
Cancellation of Company Warrants. The Company shall have delivered to Buyer evidence reasonably satisfactory to Buyer that all Company Warrants have been cancelled at or prior to Closing.
Sample 1
Cancellation of Company Warrants. All Company Warrants shall have been cancelled.
Sample 1
Cancellation of Company Warrants. (a) No Company Warrants shall be assumed or otherwise replaced by the Purchaser. Subject to the terms and conditions of this Agreement, and pursuant to the terms of the Company Warrantholder Agreement and Joinders, at the Effective Time, each Company Warrant that is outstanding and exercisable as of immediately prior to the Effective Time (each, an “Outstanding Company Warrant”) shall be cancelled and extinguished and each holder of any such Outstanding Company Warrant that has executed a Company Warrantholder Agreement and Joinder shall automatically (without any further action required of such holder) become entitled to receive (i) a cash payment in an amount (without interest) equal to (A) the product obtained by multiplying (1) the number of shares of Common Stock issuable upon exercise of the Outstanding Company Warrants held by such holder or upon the conversion of any Preferred Stock issuable upon exercise of the Outstanding Company Warrants held by such holder, by (2) the Closing Per Share Consideration, minus (B) the aggregate exercise price payable by such holder upon exercise of all of the Outstanding Company Warrants held by such holder, and (ii) for each share of Common Stock issuable upon exercise of the Outstanding Company Warrants held by such holder or upon the conversion of any Preferred Stock issuable upon exercise of the Outstanding Company Warrants held by such holder, any Additional Per Share Consideration that becomes payable hereunder, only if, as and when any such amounts become payable (without interest).
Sample 1
Cancellation of Company Warrants. Each Holder hereby irrevocably agrees and consents to the surrender, cancellation and termination of the Company Warrants issued to such Holder upon the conversion of such Holder’s Convertible Notes as described in Section 2 of this Agreement and all rights related to the Company Warrants for no consideration, effective immediately prior to the Effective Time; provided, that the foregoing shall not be effective unless the Closing actually occurs. Each Holder understands that, upon cancellation of the Company Warrants held by such Holder, it shall have no further rights (including with respect to any distributions or payments) with respect to such Company Warrants or any Shares underlying such Company Warrants.
Sample 1
Cancellation of Company Warrants. The Company shall (a) use reasonable best efforts to cause each Missing Warrant outstanding immediately prior to the Effective Time and not previously exercised and (b) cause each Warrant other than a Missing Warrant outstanding immediately prior to the Effective Time and not previously exercised to be terminated upon the Effective Time. Upon the cancellation of each Warrant, each holder thereof (each, a “Warrantholder”) shall cease to have any rights with respect thereto. Prior to the Effective Time, the Board of Directors of the Company shall take such action as shall be necessary to effectuate the provisions of this Section 2.8.
Sample 1
Cancellation of Company Warrants. Immediately prior to the Effective Time, all Company Warrants to purchase shares of Series F Preferred Stock (“Series F Warrants”) shall be cancelled and terminated pursuant to a Note and Warrant Termination Agreement or Warrant Termination Agreement, as applicable, such that the holder of such Series F Warrant (including his, her or its successors and assigns) shall have no further rights under any Series F Warrant (the “Warrant Cancellation”).
Sample 1
AutoNDA by SimpleDocs
Cancellation of Company Warrants. Parent shall have received -------------------------------- evidence reasonably satisfactory to it that all Company Warrants have been or, upon the Effective Time, will be exercised or otherwise terminated and cancelled.
Sample 1
Cancellation of Company Warrants. At the Effective Time, each outstanding Company Warrant shall be cancelled and extinguished. Prior to the Effective Time, the Company shall take all action necessary to effect the transactions anticipated by this Section 1.6(d) under all Company Warrant agreements and any other plan or arrangement of the Company.
Sample 1

Related to Cancellation of Company Warrants

  • Cancellation of Company Common Stock At the Effective Time, all Company Shares owned by the Company, Parent or Merger Sub shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

  • Cancellation of Company-Owned Stock Each share of Company Common Stock owned by the Company or the Company Subsidiary immediately prior to the Effective Time shall be automatically canceled and extinguished without any exchange thereof and without any further action on the part of Buyer, Merger Sub or the Company.

  • Cancellation of Warrants In the event the Company shall purchase or otherwise acquire Warrants, the same shall thereupon be cancelled and retired. The warrant agent (if so appointed) shall cancel any Warrant surrendered for exchange, substitution, transfer or exercise in whole or in part.

  • Treatment of Company Warrants Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrant.

  • Company Warrants Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant.

  • Cancellation of Warrant This Warrant shall be canceled upon its exercise and, if this Warrant is exercised in part, the Company shall, at the time that it delivers Warrant Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant, and deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new warrant at any time following the time at which this Warrant is exercised, regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate therefor.

  • Cancellation of Parent-Owned Stock Each share of Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of Company or of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • Cancellation of Surrendered Warrants All Warrant Certificates surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

Time is Money Join Law Insider Premium to draft better contracts faster.