Conversion of Company Warrants. At the First Merger Effective Time, each Company Warrant that is outstanding and unexercised as of immediately prior to the First Merger Effective Time, shall immediately be assumed by Parent and for ninety (90) days after the Effective Time shall remain outstanding and during such ninety (90)-day period shall, in lieu of the number of Company Shares then exercisable under such Company Warrant prior to the First Merger Effective Time, be exercisable for the Merger Consideration to which the holder would have been entitled upon consummation of the First Merger, if the holder of such Company Warrant had exercised the Company Warrant in full immediately prior to the First Merger Effective Time and acquired the applicable number of Company Shares then issuable upon exercise of the Company Warrant as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of the Company Warrants but taking into account the payment of the Warrant Exercise Price (as defined in the Company Warrant Agreement) (or exercise on a “cashless basis”)).
Conversion of Company Warrants. Subject to Section 1(e) hereof, each Security Holder shall convert for cash all of such Security Holder’s Company Warrants, and shall be entitled to receive cash payments with respect to such Company Warrants from the Company as of the Effective Time, on the terms and conditions set forth in Section 4.4(e) of the Merger Agreement (the “Warrant Conversion”), provided however, that if the exercise price per share of any such Company Warrant is equal to or greater than the Offer Price (as defined in the Merger Agreement), such Company Warrant shall be canceled without any cash payment being made in respect thereof. Each of the Company and the holders of the Company Warrants hereby waive any and all provisions of the Company Warrants regarding the requirements and mechanics of the exercise of such warrants, including without limitation, the holders’ of Company Warrants right to receive notice and the requirement of the Company to deliver certificates representing the shares of Common Stock issuable upon exercise thereof, and instead shall only be entitled to receive the consideration with respect to such Company Warrants as set forth in Section 4.4(e) of the Merger Agreement.
Conversion of Company Warrants. Each warrant to purchase shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Per Warrant Consideration as more specifically provided for in the Warrant Holder Agreement in the form of Exhibit D attached to this Agreement (the “Warrant Holder Agreement”).
Conversion of Company Warrants. Each warrant for the purchase of Company Common Stock issued and outstanding immediately prior to the Effective Time (each a "Company Warrant") shall be converted into and thereafter represent one duly issued warrant for the purchase of Holding Common Stock (each a "Holding Warrant"), the material terms and conditions of which Holding Warrant shall be substantially identical in all material respects to those of such Company Warrant converted.
Conversion of Company Warrants. At the Effective Time, each outstanding warrant to purchase Units (a “Company Warrant”) shall be assumed by Parent. All rights with respect to Units under outstanding Company Warrants shall thereupon be exchanged for rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be equal to the number of Units that were subject to such Company Warrant immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded up to the nearest whole share of Parent Common Stock, and (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each assumed Company Warrant shall be determined by dividing the exercise price per Unit subject to such Company Warrant, as in effect immediately prior to the Effective Time, by the Conversion Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each assumed Company Warrant shall continue in full force and effect; provided, however, that each assumed Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. Following the Closing, Parent will send to the holder of each assumed Company Warrant (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for the surrender of each Company Warrant in exchange for a replacement Parent warrant (“Parent Warrant”) for shares of Parent Common Stock. Upon surrender of each Company Warrant, together with a duly executed letter of transmittal and such other documents as may reasonably be required by Parent, each holder of a Company Warrant shall receive in exchange therefor a Parent Warrant representing the respective number of shares such holder is entitled to receive as outlined in clause (b) above, all maintaining the terms of the assumed Company Warrant as outlined in clause (d) above.
Conversion of Company Warrants. At the Effective Time, each outstanding, unexpired and unexercised warrant to purchase Company Shares (each, a “Company Warrant”), whether or not then vested, shall be assumed by Parent and converted into a warrant to purchase upon exercise thereof (i) the number of shares of Parent Common Stock equal to the product of (x) the Exchange Ratio (as adjusted pursuant to Section 2.7) multiplied by (y) the number of Company Shares underlying such Company Warrant (with the product rounded up to the nearest whole share) plus (ii) one CPR for each Company Share underlying such Company Warrant. The exercise price for each such Company Warrant shall be adjusted to reflect an exercise price per share (rounded up to the nearest cent) equal to the exercise price for each Company Share subject to such Company Warrant as of immediately prior to the Effective Time divided by the Exchange Ratio. All references to the Company in such Company Warrant shall be deemed to refer to Parent, where appropriate. The other pre-existing terms of such Company Warrants shall continue to apply in accordance with their terms. Each Company Warrant assumed and converted pursuant to the terms of this Section 2.5 shall be referred to as a “Parent Exchange Warrant.” At or prior to the Effective Time, Parent shall reserve for future issuance a number of shares of Parent Common Stock that will be subject to Parent Exchange Warrants as a result of the actions contemplated by this Section 2.5.
Conversion of Company Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders, each Warrant issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration as specified on Schedule 1.38 hereto.
Conversion of Company Warrants. Each unexpired warrant listed on Schedule 5.2(b) (collectively, the "Company Warrants") to purchase Series B --------------- ---------------- Preferred Stock shall be converted into a warrant (the "Parent Warrants") to --------------- purchase the number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock that would have been issuable upon exercise of such Company Warrants and the immediate conversion of the Series B Preferred Stock received thereupon by the Conversion Ratio, and the exercise price per share of Parent Common Stock for each such Warrant will equal the exercise price of the Company Warrant immediately prior to the Effective Time divided by the Conversion Ratio. If the foregoing calculation results in an assumed Company Warrant being exercisable for a fraction of a share, then the number of shares of Parent Common Stock subject to such warrant will be rounded down to the nearest whole number with no cash being payable for such fractional share. Other than as provided herein, the term, exercisability and all other terms of the Company Warrants shall otherwise be unchanged.
Conversion of Company Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each unexpired and unexercised Company Warrant (whether or not then exercisable or vested) that is outstanding immediately prior to the Effective Time shall be converted into the right to receive its Closing Per Warrant Consideration in cash, without interest. Each such Company Warrant, when so converted, shall no longer be outstanding and shall be canceled. Each such Company Warrant shall cease to represent any rights except the right to receive the Closing Per Warrant Consideration.
Conversion of Company Warrants. Subject to Section 2.03(e), each Company Warrant issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and, in accordance with its terms, shall be converted into the right to receive a positive number of whole shares of Parent Stock, if any, equal to the Exchange Ratio multiplied by the Net Issue Warrant Shares applicable to such Company Warrant. For the avoidance of doubt, if the number of Net Issue Warrant Shares applicable to a Company Warrant is zero, then no shares of Parent Stock shall be issued in connection with the cancellation and termination of such Company Warrant.
