Conversion of Company Warrants. (a) At the Effective Time, subject to Section 5.19(b), each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time and that would automatically and fully be exercised in accordance with its terms by virtue of the occurrence of the Merger without the requirement of any other election or action by the Company or holder thereof, shall automatically, without any action on the part of the holder thereof, be exercised in accordance with its terms immediately prior to the Effective Time and such Company Warrant shall be cancelled and eligible for the consideration set forth in Section 2.3 based upon the number of shares of Company Capital Stock into which such Company Warrant was automatically exercised. For the avoidance of doubt, the Company shall be entitled to elect to adjust the exercise price of any such Company Warrant in accordance with the terms thereof in order for such Company Warrant to be automatically exercised in accordance with its terms immediately prior to the Effective Time.
(b) At the Effective Time, subject to Section 2.8(a) and Section 5.19(b), each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time (and which is not automatically and fully exercised in accordance with its terms pursuant to Section 2.8(a)) (each, an “Assumed Warrant”) shall automatically, without any action on the part of the holder thereof, be assumed by Parent and converted into a warrant to purchase (A) that number of shares of Parent Class A Common Stock equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Per Share Exchange Amount, (B) a number of Parent Class A Warrants equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Warrant Exchange Amount and (C) that number of Earn Out Shares equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Earn Out Exchange Amount, with such Earn Out Shares being issuable upon exercise of such Parent Class A Warrant in accordance with Section 2.10(a), Section 2.10(b)(i), Section 2.10(b)(ii) and Section 2.10(b)(iii), and with each respective Earn Out Share subject to the vesting and forfeiture conditions as are provided therein. Each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exerci...
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, by virtue of the Merger and without any action on the part of Purchaser, 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 1.35 hereto.
Conversion of Company Warrants. Effective as of the Effective Time, each Company Warrant, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into a warrant to acquire a number of shares of Parent Class A Stock at an adjusted exercise price per share, in each case, as determined under this Section 3.06 (each such resulting option, an “Assumed Warrant”). Each Assumed Warrant shall be subject to the same terms and conditions as were applicable to such corresponding Company Warrant immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time: (a) each such Assumed Warrant shall be exercisable solely for shares of Parent Class A Stock; (b) the number of shares of Parent Class A Stock subject to each Assumed Warrant shall be determined by multiplying the number of shares of Company Stock subject to the Company Warrant by the Per Share Company Stock Consideration and rounding the resulting number down to the nearest whole number of shares of Parent Class A Stock; and (c) the per share exercise price for the Parent Class A Stock issuable upon exercise of such Company Warrant shall be determined by dividing the per share exercise price for the shares of Company Stock subject to the Company Warrant, as in effect immediately prior to the Effective Time, by the Per Share Company Stock Consideration, and rounding the resulting exercise price up to the nearest whole cent.
Conversion of Company Warrants. (a) At the Effective Time, each warrant to purchase shares of Company Common Stock which is then outstanding and unexercised (a “Company Warrant”) shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an warrant to acquire, under the same terms and conditions as were applicable to such Company Warrant immediately prior to the Effective Time, shares of CRS Common Stock, and CRS shall assume each Company Warrant and each warrant agreement pursuant to which such Company Warrant was granted. The number of shares of CRS Common Stock purchasable upon exercise of such Company Warrant shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Warrant immediately prior to the Effective Time. The terms of each Company Warrant shall, in accordance with its terms, be subject to adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to CRS Common Stock on or subsequent to the Effective Time.
(b) CRS has reserved for issuance a sufficient number of shares of CRS Common Stock necessary to satisfy CRS’ obligations under Section 2.6(a).
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.
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.
