Company Exchangeable Shares Sample Clauses

Company Exchangeable Shares. At the Effective Time, each outstanding exchangeable share issuable pursuant to certain outstanding warrants that are included in a consulting agreement between Treaty and Osprey Partners (“Osprey”), which would become exchangeable for Company Common Stock post-Merger (each, a "COMPANY EXCHANGEABLE SHARE"). Osprey was granted common stock purchase warrants (“Warrants”) entitling Osprey to purchase up to 0.5% of the number of shares of its common stock that are issued and outstanding immediately following the Closing of the merger (estimated at 2,300,000 shares), at an exercise price of $0.10 per share, at any time up to the seventh anniversary of the date of the Closing. The shares underlying these Warrants shall have “piggy back” rights on the next registration statement to be filed with the SEC by the Company. These Warrants shall vest monthly at the rate of 1/12th of the total number of Warrants per month, with the first 1/12th warrants to vest on the Closing.
Sample 1
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Company Exchangeable Shares. At the Effective Time, each outstanding exchangeable share issued by Cryptometrics Canada, Inc. (or issuable pursuant to outstanding options or warrants therefor) which is exchangeable for Company Common Stock (each, a "COMPANY EXCHANGEABLE SHARE") shall be converted into the right to acquire, on the same terms and conditions as were applicable under such Company Exchangeable Share, provided the relevant Company Exchangeable Share does not otherwise provide, that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Exchangeable Share multiplied by the Exchange Multiple. Any restriction on exercise of any Company Exchangeable Share shall continue in full force and effect and the term, exchangeability, schedule and other provisions of such Company Exchangeable Share shall continue in full force and effect. At or prior to the Effective Time, Company and its Canadian subsidiary and Parent shall take all reasonable action, if any, necessary with respect to each Company Exchangeable Share to permit the proper modifications of such Company Exchangeable Share by Company, its Canadian Subsidiary and Parent pursuant to this Section 2.10 and the agreements relating to the Company Exchangeable Shares so as to ensure that holders of Company Exchangeable Shares have no rights with respect thereto greater or lesser than those specifically provided herein and in such agreements.
Sample 1

Related to Company Exchangeable Shares

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • 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").

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Exchangeable for Multiple Warrants This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Common Shares 4 Company...................................................................................... 4

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