Options; Warrants. Each option, warrant or other right to purchase shares of Delaware Common Stock, which are outstanding at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option, warrant or right to purchase one share of Nevada Common Stock at an exercise or purchase price per share equal to the exercise or purchase price applicable to the option, warrant or other right to purchase Delaware Common Stock.
Options; Warrants. Except for the Note, restricted share units and options existing as of the date hereof, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. Except for the Existing Security and Permitted Security, no shares of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to Security Interest, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Member or any other person), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Notes shall not result in a right of any holder of any securities of any Group Member to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes shall not obligate any Group Member to issue shares or equivalents thereof or other securities to any person (other than Investor). All issued shares of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ agreements, voting agreements or other similar agreements with respect to any Group Member’s shares to which such Group Member is a party or between or among any of Group Members’ shareholders.
Options; Warrants. (a) Immediately prior to the Effective Time, the Company shall take all actions reasonably necessary so that all Company Stock Options and Warrants to purchase shares of Company Common Stock outstanding on the date hereof under any Option Plan or Warrant Agreement, as the case may be, shall become fully vested and exercisable (whether or not currently exercisable) and, at the Effective Time, each Company Stock Option and each Warrant not theretofore exercised shall be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be, entitled to a cash payment by the Surviving Corporation in an amount equal to the excess, if any, of (i) the Per Share Amount over (ii) the applicable exercise price per share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment.
(b) Prior to the Effective Time, the Company shall take all reasonable actions that are necessary or appropriate to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting the foregoing sentence, prior to the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the ext...
Options; Warrants. The Company shall use its best efforts to resolve, in a manner reasonably satisfactory to Merge, any outstanding options and warrants for Shares.
Options; Warrants. Except as set forth in the SEC Reports, there are no outstanding warrants, options, convertible securities or other agreements or arrangements of any character under which Parent or any subsidiary is or may be obligated to issue any equity securities of any kind, or to transfer any equity securities of any kind owned by them.
Options; Warrants. (a) As of the Effective Time, all options to purchase Company Common Stock issued by the Company, whether vested or unvested, (the “Old Options”) shall be automatically converted to become options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof, all in accordance with the applicable provisions of the Company’s currently effective incentive stock option plan (the “Option Plan”). Each Parent Option shall constitute an option to acquire the same number of shares of Parent Common Stock as is equal to the number of Company Common Stock subject to the unexercised portion of the Old Options (as adjusted for the Stock Dividend) (with any fraction resulting from such multiplication to be rounded down to the nearest whole number [share]). The exercise price per share of each Parent Option shall be the same as the current exercise price of such Old Option as adjusted pursuant to the Stock Dividend (with any fraction resulting from such multiplication to be rounded up to the nearest whole cent). Upon conversion, each Parent Option shall be subject to the same terms and conditions applicable to the corresponding Old Option immediately prior to the conversion thereof including, without limitation, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable, and the Parent shall assume and adopt the Option Plan. It is the Parties intention that any Old Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. The Old Options shall be converted in accordance with the applicable requirements of Section 409A and Section 424 of the Code and the regulations promulgated thereunder so that the conversion will not be treated as a new grant or modification under Section 409A of the Code, and the regulations thereunder, and will qualify as a substitution or assumption under Section 424 of the Code, and the regulations thereunder. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Old Options, notices describing the conversion of such Old Options, and the agreements evidencing the Old Options shall continue in effect on the same terms and conditions. Prior to the Effective Time, Parent shall reserve for issuance the number of shares of Parent Common Stock necessary to satisfy Parent’s obligations hereunder.
(b) As of the Effective Time, all warrants to ...
Options; Warrants. Except as contemplated by this Agreement, as of the date hereof, there are no outstanding (i) securities of Newco convertible into or exchangeable for shares of Capital Stock of Newco, (ii) options or other rights to acquire from Newco, or obligation of Newco to issue, any Capital Stock or securities convertible into or exchangeable for Capital Stock of Newco, and (iii) equity equivalents, interests in the ownership or earnings of Newco or other similar rights (collectively, "Newco Securities"). There are no outstanding obligations of Newco to repurchase, redeem, or otherwise acquire any Newco Securities.
Options; Warrants. (a) As of the Effective Time, the Company warrants that no Convertible Securities shall be issued or outstanding by the Company.
(b) As of the Effective Time, the Parent warrants that no Convertible Securities shall be issued or outstanding by the Parent or the Acquisition Corp.
Options; Warrants. (a) As of the Effective Time, the Company warrants that no options to purchase Company Common Stock issued by the Company, shall exist, and that further, with the sole exception of Company Preferred Stock and the common stock and warrants issuable upon conversion thereof, no convertible securities or other rights to purchase the Company Common Stock shall exist.
(b) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon conversion the Parent Preferred Stock and upon exercise of any warrants issuable thereupon.
Options; Warrants. All options and warrants to purchase Common Stock outstanding immediately prior to the Effective Time, whether (i) under the Company's 1992 Incentive Stock Option Plan and Amended and Restated 1997 Stock Plan (collectively, the "Company Stock Option Plans") or option agreements, (ii) pursuant to outstanding warrants or (iii) otherwise, shall be treated in accordance with Section 2.4 of this Agreement.
