Common Warrants. To the extent the warrant to purchase shares of --------------- Company Common Stock (the "Common Warrants") remain exercisable immediately prior to the Effective Time, the Common Warrants shall, in connection with the Merger and pursuant to its terms, be terminated and shall not be assumed by Parent. After the Effective Time, any unexercised portion of the Common Warrants shall not represent any right to purchase any Company Capital Stock or any Parent Common Stock.
Common Warrants. On or before each of the Closing Date and the Option Closing Date, if any, the Company shall have delivered to the Representative executed copies of the Firm Common Warrants and the Option Common Warrants, as the case may be.
Common Warrants. The Company shall have delivered executed copies of the Common Warrants to the public purchasers thereof.
Common Warrants. Buyer shall not assume any Common Warrants. Upon the terms and subject to the conditions set forth in this Agreement, the Company will take all action necessary to cause each Common Warrant to be exercised prior to the Effective Time and to cause each outstanding Common Warrant issued and outstanding at the Effective Time to be automatically canceled and terminated as of the Effective Time without consideration such that each holder of a Common Warrant (each, a “Common Warrantholder”) shall cease to have any rights with respect thereto after the Effective Time.
Common Warrants. Prior to the Effective Time, the Target shall deliver to each holder of Common Warrants a letter (the “Merger Notice”) providing notice of the Merger and the Effective Date and containing instructions with respect to the exercise of such holder’s Common Warrants and the surrender of the Common Stock underlying such Common Warrants in the form of Exhibit D attached hereto. The Target and the Target Stockholder Representative shall also take all actions necessary to allow the holders of Common Warrants to exercise their Common Warrants prior to the Effective Time. The holders of Common Warrants shall not be entitled to any payment in connection with the surrender of the shares of Common Stock issuable upon the exercise of the Common Warrants.
Common Warrants. Subject to Section 2.9(h), at the Effective Time, each Company Warrant to purchase shares of Company Common Stock that is vested, outstanding and unexercised immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the Merger) (an “Outstanding Common Warrant”) shall be cancelled and the holder thereof shall be entitled to receive for each share of Company Common Stock subject to such Outstanding Common Warrant:
Common Warrants. USHG agrees to sell to each Purchaser, on the Closing Date, Common Warrants to purchase the percentage of USHG's Fully-Diluted Common Stock set forth opposite such Purchaser's name on Exhibit A hereto. The Common Warrants issued pursuant hereto shall be exercisable for an aggregate of not less than three and three quarters percent (3.75%) of USHG's Fully-Diluted Common Stock. The Common Warrants shall be issued pursuant to this Agreement and the Common Warrant Agreement. Each Common Warrant shall be substantially in the form of Exhibit A to the Common Warrant Agreement, with the blanks appropriately filled in conformity herewith, and shall be dated the Closing Date.
Common Warrants. As soon as reasonably practicable following the Agreement Date, the Company Board shall take all necessary action, including obtaining the consent of any and all holders of Common Warrants, if necessary, to: (i) terminate, as of the Effective Time, each Common Warrant that is then outstanding and unexercised (without the creation of additional liability to the Company or any of its Subsidiaries); and (ii) exchange all such Common Warrants, for the right to receive, in the case of each Common Warrant, subject to the holder of such Common Warrant executing and delivering the Warrant Notice and Termination Agreement attached as Exhibit C to the LLC Agreement, a portion of any Contingent Consideration that may be paid or become payable by the Parent to the Holders Representative, such portion to be determined in accordance with the provisions of Section 3.1 of the LLC Agreement. All Common Warrants, when terminated as contemplated under this Section 3.1(d), shall no longer be outstanding and shall automatically cease to exist, and each holder of a Common Warrant shall cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 3.1(d).
Common Warrants. In connection with the Merger, effective at the Effective Time, each Common Warrant without any payment therefor shall agree to cancel its Common Warrant in accordance with its terms. Each Common Warrant, to the extent unexercised as of the Effective Time, shall thereafter no longer be exercisable and the holder of such Common Warrant shall receive no payment for the cancellation and settlement thereof.
