Common use of Company Warrants Clause in Contracts

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.

Appears in 4 contracts

Samples: Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Interface Systems Inc), Merger Agreement (Tumbleweed Communications Corp)

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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, except for the warrant held by Comdisco, Inc. to purchase 2,250 shares of the Company Common Stock at an exercise price of $18.10 per share pursuant to a Warrant Agreement dated as of July 30, 1993.

Appears in 3 contracts

Samples: Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Worldtalk Communications Corp), Merger Agreement (Tumbleweed Communications Corp)

Company Warrants. (A) Each Former Employee Warrant that is issued, outstanding and unexercised immediately prior to the Effective Time shall be deemed to have been exercised, on a net exercise basis with respect to the applicable exercise price and any required withholding or employment taxes thereon, immediately prior to the Closing and settled in the applicable number of shares of Company Common Stock, rounded down to the nearest whole share, and treated in accordance with Section 3.01(a)(i)(A). (B) At the Effective Time, all warrants each Company Warrant that is issued, outstanding and unexercised immediately prior to purchase Company Common Stock (the "Company Warrants") then outstanding, whether or not exercisable, Effective Time shall be assumed by Parent. Each Company Warrant assumed by Parent shall be subject to, Acquiror and exercisable upon, converted into a warrant to purchase shares of Acquiror Common Stock on the same terms and conditions as under the were applicable warrant agreement issued thereunder, except that (a) each assumed to such Company Warrant shall be exercisable forimmediately prior to the Effective Time, and represent equal to the right to acquire, that number of shares of Parent Common Stock product (rounded down to the nearest whole sharenumber) equal to of (i) the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by and (ii) the Exchange Ratio; and (b) the , at an 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 ) equal to the quotient of (A) the exercise price per share applicable to such Company represents and warrants that each of Warrant immediately prior to the foregoing actions may be taken and effected Effective Time, divided by (B) the Company without the consent of any holder of Company WarrantsExchange Ratio.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Power & Digital Infrastructure Acquisition Corp.)

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Company Warrants. At the Effective Time, all warrants to purchase Company Common Stock (the "β€œCompany 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.

Appears in 1 contract

Samples: Merger Agreement (Valicert Inc)

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