Common use of Expiration of the Warrant Clause in Contracts

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30, 2026; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.

Appears in 7 contracts

Samples: Warrant Agreement (T2 Biosystems, Inc.), Warrant Agreement (T2 Biosystems, Inc.), Warrant Agreement (T2 Biosystems, Inc.)

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Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30February 10, 20262016; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.

Appears in 2 contracts

Samples: Warrant Agreement (TrueCar, Inc.), Warrant Agreement (TrueCar, Inc.)

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30[__], 2026[__]; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock share acquisition, reorganization, merger or consolidation, but excluding any sale of stock shares for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; provided that the holders of Shares in the transaction described in (i) or (ii) above receive cash or cash equivalents in such transaction with an aggregate value per Ordinary Share greater than two times the Exercise Price.

Appears in 2 contracts

Samples: Term Loan Agreement (Strongbridge Biopharma PLC), Warrant Agreement (Strongbridge Biopharma PLC)

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30September 10, 20262029; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.

Appears in 2 contracts

Samples: Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (T2 Biosystems, Inc.)

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30July 14, 20262024; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock share acquisition, reorganization, merger or consolidation, but excluding any sale of stock shares for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; provided that the holders of Shares in the transaction described in (i) or (ii) above receive cash or cash equivalents in such transaction with an aggregate value per Ordinary Share greater than two times the Exercise Price.

Appears in 1 contract

Samples: Warrant Agreement (Strongbridge Biopharma PLC)

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30[__], 2026; [__];4 or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock share acquisition, reorganization, merger or consolidation, consolidation but excluding any sale of stock shares for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; provided that the holders of Shares in the transaction described in (i) or (ii) above receive cash or cash equivalents in such transaction with an aggregate value per Ordinary Share greater than two times the Exercise Price.

Appears in 1 contract

Samples: Term Loan Agreement (Strongbridge Biopharma PLC)

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30April 12, 20262023; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-wholly owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-wholly owned subsidiary of the Company.

Appears in 1 contract

Samples: Warrant Agreement (Omeros Corp)

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Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific Mountain time, on December 30[insert expiration date], 2026; or2023; (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock unit acquisition, reorganization, merger or consolidation, but excluding (i) any sale of stock units for capital raising purposes and purposes, (ii) any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation, or (iii) a Pubco IPO) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive retain, immediately after such transaction or series of transactions, as a result of units in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; or (c) Six months after the effectiveness of a registration statement for the Pubco IPO.

Appears in 1 contract

Samples: Warrant Agreement (Pluralsight, Inc.)

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier earliest to occur of: (a) 5:00 p.m., Pacific time, on December 30, 2026the fifth (5th) anniversary of the Issuance Date; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock securities acquisition, reorganization, merger or consolidation, but excluding any sale of stock units for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive retain, immediately after such transaction or series of transactions, as a result of units in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.

Appears in 1 contract

Samples: Warrant Agreement (Triller Corp.)

Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: (a) 5:00 p.m., Pacific time, on December 30May 19, 20262025; or (b) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock share acquisition, reorganization, merger or consolidation, consolidation but excluding any sale of stock shares for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions receive voting securities of such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; provided that the holders of Shares in the transaction described in (i) or (ii) above receive cash or cash equivalents in such transaction with an aggregate value per Ordinary Share greater than two times the Exercise Price.

Appears in 1 contract

Samples: Warrant Agreement (Strongbridge Biopharma PLC)

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