Cancellation of Company Warrants Sample Clauses

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.
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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.
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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.
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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
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”).
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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). (b) The Company shall take all actions necessary to (i) effect the foregoing cancellation of Outstanding Company Warrants and (ii) cause each Company Warrantholder to execute a Company Warrantholder Agreement and Joinder, substantially in the form attached hereto as Exhibit G (with such modifications to such form as the Purchaser and the Company may agree by countersigning the same) (a “Company Warrantholder Agreement and Joinder”), at or prior to the Closing.
Sample 1
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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.
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Cancellation of Company Warrants. All Company Warrants shall have been cancelled.
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Related to Cancellation of Company Warrants

  • 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 Effective as of the First Merger Effective Time, each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. 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 the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

  • Company Warrants (i) All Company Warrants that pursuant to their terms do not provide for assumption of such Company Warrants in connection with the Merger shall be cancelled at the Closing. Prior to the Effective Time, the Company shall take all actions necessary to effect the transactions anticipated by this Section 2.6(d) under all Company Warrant agreements, including delivering all notices required thereby. Within five (5) Business Days following the Effective Date, the Company shall notify the holders of such Company Warrants, which such notice shall be in compliance with the terms of such Company Warrants and shall specify the vested and unvested portions thereof, that such Company Warrants will be cancelled at the Closing. Materials to be submitted to the holders of Company Warrants in connection with the notice required under this Section 2.6(d) shall be subject to review and reasonable approval by Parent. (ii) All Company Warrants that pursuant to their terms provide for assumption of such warrant in connection with the Merger (the “Assumed Warrants”) shall be assumed by Parent and converted into a warrant to purchase Parent Common Stock. Each Assumed Company Warrant will continue to have, and be subject to, the same terms and conditions (including with respect to vesting), except that (A) each Assumed Company Warrant shall 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 (rounded down to the nearest whole share) and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Company Warrant shall 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 (rounded up to the nearest whole cent); provided, however, that the terms of each of the Company Warrants will provide (x) for an equitable adjustment in the event that any Escrow Shares are delivered by the Escrow Agent to a Parent Indemnified Party so that the holder of such Company Warrant will bear a pro rata portion (relative to the Total Outstanding Shares) of the aggregate indemnifiable Damages giving rise to such delivery of Escrow Shares and (y) upon exercise of such Company Warrant, a portion of the Company Stock issued upon such exercise (equal to the portion of Escrow Shares then held in the Escrow Account relative to the number of shares of Parent Common Stock previously delivered to the Company Stockholders pursuant to this Agreement) will be retained by Parent in escrow and transferred to either Parent or the holder of such Company Warrant, as applicable, at the same time and in the same relative proportion as the Escrow Shares are transferred out of the Escrow Account.

  • Cancellation of Warrant This Warrant shall be canceled upon the Exercise of this Warrant, and, as soon as practical after the Date of Exercise, Holder shall be entitled to receive Common Stock for the number of shares purchased upon such Exercise of this Warrant, and if this Warrant is not exercised in full, Holder shall be entitled to receive a new Warrant (containing terms identical to this Warrant) representing any unexercised portion of this Warrant in addition to such Common Stock.

  • 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.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Cancellation of Treasury Shares Each share of Company Common Stock held in the Company treasury and each share of Company Common Stock, if any, owned by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.

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