Company Warrants. (a) Subject to the further provisions of this Section 2.18, at the Effective Time, Parent shall substitute equivalent warrants to purchase Parent Common Stock for all Company Warrants. Each warrant agreement representing a Company Warrant is referred to herein as an “Company Warrant Agreement.” Subject to the foregoing and Section 2.18(b) and (c), immediately after the Effective Time, each such Company Warrant Agreement shall be deemed to constitute a warrant to acquire (i) from Parent that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock which were subject to such Company Warrant Agreement immediately prior to the Effective Time (whether or not such Company Warrant had been exercisable prior to the Effective Time) multiplied by the Exchange Ratio, (ii) from the Escrow Agent in accordance with Section 2.15, that number of Additional Shares which such holder of Company Warrants would have received if such holder had exercised such Company Warrants immediately prior to the Effective Time, regardless of whether such Company Warrants had been exercisable prior to the Effective Time, (iii) in the event of any exercise of any Company Warrants after the termination of the Share Price Trigger Period, from Parent in accordance with Section 2.13(f), that number of Excess Closing Shares which such holder of Company Warrants would have received if such holder had exercised such Company Warrants immediately prior to the termination of the Share Price Trigger Period, regardless of whether such Company Warrants had been exercisable prior to the Share Price Trigger Period and (iv) in the event of any exercise of any Company Warrants after the termination of the Share Price Trigger Date, from the Escrow Agent in accordance with Section 2.15(e)(iii) that number of Excess Additional Shares which such holder of Company Warrants would have received if such holder exercised such Company Warrants immediately prior to the termination of the Share Price Trigger Period, regardless of whether such Company Warrants had been exercisable prior to the Share Price Trigger Period. The exercise price for each share of Parent Common Stock and the proportional right to receive Additional Shares pursuant to each such Company Warrant Agreement shall be equal to the aggregate exercise price of the Company Warrants represented by the Company Warrant Agreement at the Effective Time divided by the number of shares of Parent Common Stock for which it is ...
Company Warrants. At the Effective Time, each Company Warrant that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall, on the terms and subject to the conditions set forth in this Agreement, be cancelled and extinguished and automatically converted into, subject to and in accordance with Section 1.9, the right to receive, for each share of Company Common Stock (which, for the avoidance of doubt, includes each share of Company Common Stock deemed to have been issued upon conversion of all shares of Company Capital Stock upon the exercise or contingent exercise of such Company Warrant prior to the Closing) subject to such Company Warrant (A) the Warrant Cash-Out Closing Amount Per Share, (B) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of this Agreement and the Escrow Agreement, cash in an amount equal to up to the Warrant Cash-Out General Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) pursuant to the indemnification obligations of the Effective Time Holders under Article 8), (C) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of this Agreement and the Escrow Agreement, cash in an amount equal to up to the Warrant Cash-Out Special Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) pursuant to the indemnification obligations of the Effective Time Holders under Article 8) and (D) the right to receive cash in an amount equal to the pro rata share allocable to each share of Company Common Stock subject to such Company Warrant of any Earnout Payment payable pursuant to Section 5.20. The amount of cash each Company Warrantholder is entitled to receive pursuant to this Section 1.8(a)(v) for the Company Warrants held by such Company Warrantholder as of immediately prior to the Effective Time shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Warrants held by such Company Warrantholder.
Company Warrants. If permitted under the terms of the applicable governing instruments, the Company shall take all necessary action such that, at the Effective Time, each holder of an outstanding warrant to purchase shares of Common Stock (collectively, the "Company Warrants") shall have the right to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of such Company Warrant, an amount per share equal to the excess of the Merger Consideration over the exercise price per share of such Company Warrant; provided, however, that to the extent the foregoing is not permissible under the terms of any such Company Warrant, each such Company Warrant shall, at the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Time, the aggregate Merger Consideration that the holder of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will have the right to receive shares of common stock of the Surviving Corporation upon the exercise of any Company Warrant.
Company Warrants. At the Effective Time, Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrant (except to the extent that a holder of a Company Warrant has elected to require the Company to repurchase such Common Warrant in accordance with its terms). From and after the Effective Time, (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share, (iii) the per share exercise price under each such Company Warrant shall be equal to the per share exercise price under such Company Warrant divided by the Exchange Ratio, rounding to the nearest cent and (iv) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability and other provisions of such Company Warrant shall otherwise remain unchanged. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 1.6 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.
Company Warrants. Each Company Warrant (or portion thereof) that (A) is outstanding and remains unexercised immediately prior to the Effective Time, shall, by virtue of the Merger, be immediately cancelled and extinguished and the holder thereof shall be entitled to receive upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X, in consideration of such cancellation, for each share of Company Common Stock as to which such Company Warrant is exercisable, and (B) is or will have been exercised prior to and effective conditionally upon the consummation of the Merger shall be entitled to receive upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X for each share of Company Common Stock issued upon exercise of such Company Warrant, an amount (the “Company Warrant Consideration”), without interest, equal to the sum of (i) the Per Share Upfront Warrant Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (iii) following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. At the Effective Time, all Company Warrants shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Warrant shall cease to have any rights with respect thereto, except the rights, in each case subject to the terms and conditions of this Agreement and the Escrow Agreement, to receive the Company Warrant Consideration.
Company Warrants. Each outstanding warrant to purchase shares of Company Common Stock will, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be treated as follows:
Company Warrants. At the Effective Time, all warrants to purchase Company Common Stock (the "Company Warrants") then outstanding, whether or not exercisable, shall be assumed by Parent. Each Company Warrant assumed by Parent shall be subject to, and exercisable upon, the same terms and conditions as under the applicable warrant agreement issued thereunder, except that (a) each assumed Company Warrant shall be exercisable for, and represent the right to acquire, that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; and (b) the exercise price per share of Parent Common Stock subject to each assumed Company Warrant shall be an amount equal to (i) the price per share of Company Common Stock subject to such Company Warrant in effect immediately prior to the Effective Time divided by (ii) the Exchange Ratio (rounded up to the nearest whole cent). The Company represents and warrants that each of the foregoing actions may be taken and effected by the Company without the consent of any holder of Company Warrants.
Company Warrants. Each Company Warrant, whether vested or unvested, shall, without any further action on the part of any holder thereof, be cancelled and extinguished and shall not be assumed by Acquirer in the Merger.
Company Warrants. “Company Warrants” shall mean all warrants to acquire shares of Company Common Stock from the Company.
Company Warrants. 23 Section 3.10
