Effect on Company Warrants. No outstanding Company Warrants shall be assumed by Parent. The Company shall take all action necessary to cause each Company Warrant to be either (A) exercised by the holder of such Company Warrant in full or (B) to the extent not exercised in full, terminated or cancelled as of immediately prior to the Effective Time, either pursuant to its terms or pursuant to an agreement with the holder thereof.
Effect on 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 any holder of a Company Warrant, each Company Warrant that is outstanding as of immediately prior to the Effective Time shall, upon the Effective Time, convert into the right to receive, upon exercise of such Company Warrant, the same Merger Consideration as such holder would have been entitled to receive following the Effective Time pursuant to Section 1.5(a)(iv) if such holder had been, immediately prior to the Effective Time, the holder of the number of shares of Company Common Stock then issuable upon exercise in full of such Company Warrant without regard to any limitations on exercise contained therein. The Company shall comply with the notice provisions in the Company Warrants applicable to the Transactions.
Effect on Company Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any warrant to purchase Shares (a “Company Warrant”), each Company Warrant (or portion thereof) that is outstanding and unexercised immediately prior to the Effective Time shall be canceled and the holder thereof shall be entitled to receive an amount in cash equal to the product of (a) the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Company Warrant and (b) the number of Shares issuable upon exercise of such Company Warrant (or portion thereof) (the “Warrant Consideration”).
Effect on Company Warrants. Neither Parent nor GT Topco nor Merger Sub nor the Surviving Corporation shall assume any Company Warrants in connection with the consummation of the transactions contemplated hereby. At the Effective Time, each Company Warrant which is outstanding immediately prior to the Effective Time shall be cancelled and extinguished and be converted automatically into the right to receive an amount in cash (without interest) equal to the product of (i) the Warrant Consideration multiplied by (ii) the number of shares of Company Common Stock underlying such Company Warrant immediately prior to the Effective Time. Parent shall cause the Surviving Corporation to pay, by wire transfer of immediately available funds, to the holder of each such Company Warrant, (A) within ten Business Days after the Closing, the portion of the Aggregate Warrant Closing Proceeds to which such holder is entitled pursuant to this Section 1.6(d) and (B) within ten Business Days after the determination of the Final Merger Consideration pursuant to Section 1.9, the portion of the sum of (1) the Positive Adjustment (if any) and (2) the Remaining Adjustment Escrow Fund (if any) in each case, to which such holder is entitled pursuant to this Section 1.6(d). Any other portions of a Warrantholder’s aggregate Warrant Consideration relating to the right to receive the Per Share Seller Representative Fund Consideration shall be due as and when payable in accordance with the terms of this Agreement.
Effect on Company Warrants. Immediately prior to the Effective Time, each Company Warrant that is outstanding and has not been exercised as of immediately prior to the Effective Time shall automatically expire in accordance with its terms.
Effect on Company Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each warrant to purchase shares of Company Common Stock (each, a “Company Warrant”) that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled and extinguished for no consideration and shall cease to exist, and each holder of any such Company Warrant shall cease to have any rights with respect thereto.
Effect on Company Warrants. Parent shall not assume any Company Warrants and at the Effective Time each Company Warrant outstanding immediately prior to the Effective Time shall become immediately vested and exercisable and shall without any action on the part of Parent, Sub, the Company or the holder thereof, be cancelled and converted into and shall become a right to receive (subject to compliance with the provisions of Section 1.8), a number of shares (or fraction of a share) of Parent Common Stock equal to (A) (1) (x) the Per Share Merger Consideration multiplied by the Market Value minus (y) the exercise price per share attributable to such Company Warrant, multiplied by (2) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Warrant, divided by (B) the Market Value (the “Warrant Consideration”). The payment of the Warrant Consideration will be subject to withholdings for all applicable Taxes.
Effect on Company Warrants. No Company Warrants shall be assumed by Parent and, immediately prior to the Effective Time, each Company Warrant will by virtue of the Merger, and without any further action on the part of any holder thereof, either convert in accordance with its terms into Company Capital Stock, or be cancelled and extinguished.
Effect on Company Warrants. Each unexercised warrant to purchase Class D Common Stock outstanding immediately prior to the Effective Time (a “Company Warrant”), whether or not then exercisable, shall automatically be canceled and shall cease to exist at the Effective Time, and in consideration of such cancellation, such holder shall be entitled to receive for each Company Warrant an amount equal to the Per Warrant Merger Consideration, without interest thereon, payable in accordance with the terms of this Agreement. Each holder of a certificate (or evidence in book-entry form) which immediately prior to the Effective Time represented any Company Warrants shall cease to have any rights with respect thereto, except the right to receive the Per Warrant Merger Consideration.
Effect on Company Warrants. At the Effective Time, each Company Warrant will, automatically and without any action on the part of the holder thereof, be cancelled and converted into the right to receive (without interest) an amount in cash, equal to (a) the total number of shares of Company Common Stock subject to the Company Warrant multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock under such Company Warrant, less applicable Taxes required to be withheld with respect to such payment (the “Company Warrant Consideration”). For the avoidance of doubt, any Company Warrant that has a per Share exercise price that is greater than or equal to the Per Share Price will be cancelled at the Effective Time for no consideration or payment.
