Exchange Ratio for Parent Options and Parent Warrants Sample Clauses

Exchange Ratio for Parent Options and Parent Warrants. (i) As of the Effective Time of the Mergers, each outstanding Parent Option (as defined in Section 3.02(c)) and each outstanding warrant (a "Parent Warrant") to purchase Parent Common Stock, originally issued in connection with the first issuance of Parent Series B Preferred Stock, shall be assumed by Holdco and converted into an option or warrant, as the case may be, to purchase shares of Holdco Common Stock, as provided below. Following the Effective Time of the Mergers, each Parent Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the applicable Parent Stock Plan (as defined in Section 3.02(c)) pursuant to which such Parent Option was granted, and each Parent Warrant shall continue to have, and shall be subject to, the same terms and conditions, in each case as in effect immediately prior to the Effective Time of the Mergers, except that each such Parent Option or Parent Warrant shall be exercisable for the same number of shares of Holdco Common Stock as the number of shares of Parent Common Stock for which such Parent Option or Parent Warrant was exercisable immediately prior to the Effective Time of the Mergers.
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Exchange Ratio for Parent Options and Parent Warrants. (a) Prior to the Effective Time of the P Merger, Parent and Holdco shall take all requisite action so that, as of the Effective Time of the P Merger, each Parent Option and each Parent Warrant (and each other right to receive shares of Parent Common Stock), in each case outstanding immediately prior to the Effective Time of the P Merger, shall be assumed by Holdco and represent an option or warrant (or other right), as the case may be, to purchase shares of Holdco Common Stock, as provided below. Following the Effective Time of the P Merger, each such Parent Option shall continue to have, and shall be subject to, the same terms and conditions set forth in the applicable Parent Stock Option Plan pursuant to which such Parent Option was granted, and each such Parent Warrant (or other such right) shall continue to have, and shall be subject to, the same terms and conditions, in each case as in effect immediately prior to the Effective Time of the P Merger, except that each such Parent Option or Parent Warrant (or other right) shall be exercisable for a number of shares of Holdco Common Stock equal to the number of shares of Parent Common Stock for which such Parent Option or Parent Warrant (or other right) was exercisable immediately prior to the Effective Time of the P Merger.
Sample 1
Exchange Ratio for Parent Options and Parent Warrants. (a) Prior to the Effective Time, Parent and Holdco shall take all requisite action so that, as of the Effective Time, each outstanding option or warrant to acquire Parent Common Stock (and each other right to receive shares of Parent Common Stock), in each case outstanding immediately prior to the Effective Time, shall represent an option or warrant (or other right), as the case may be, to purchase shares of Holdco Common Stock, as provided below. Prior to the Effective Time, Parent and Holdco shall take all requisite action so that, following the Effective Time, each such Parent option shall continue to have, and shall be subject to, the same terms and conditions set forth in the applicable Parent stock option plan pursuant to which such Parent option was granted, and each such Parent warrant (or other such right) shall continue to have, and shall be subject to, the same terms and conditions set forth in the respective warrant agreement (or such other agreement or instrument), in each case as in effect immediately prior to the Effective Time, except that each such Parent option or Parent warrant (or other right) shall be exercisable for a number of shares of Holdco Common Stock equal to the number of shares of Parent Common Stock for which such Parent option or Parent warrant (or other right) was exercisable immediately prior to the Effective Time.
Sample 1

Related to Exchange Ratio for Parent Options and Parent Warrants

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Exchange Ratio The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

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