Outstanding Options and Warrants. There are no subscriptions, options, warrants, rights, puts, calls, commitments or agreements (respecting issuance, redemption, repurchase, voting or otherwise) relating to, nor any outstanding securities convertible into, any shares of capital stock or other equity interest of the Corporation or any Subsidiary, or into any such convertible securities, and neither Sellers, the Corporation nor any Subsidiary has agreed to issue, purchase, sell or transfer any of same, except as provided in this Agreement.
Outstanding Options and Warrants. Each Party agrees that upon completion of the Amalgamation:
(a) each Canopy Rivers Option outstanding immediately prior to the Effective Time, whether or not vested, shall be cancelled and exchanged for one option (an “AIM2 Replacement Option”) of AIM2 entitling the holder thereof to acquire (on substantially the same terms and conditions as were applicable to such Canopy Rivers Option immediately before the Effective Time under agreement evidencing the grant), the number (rounded down to the nearest whole number) of New AIM2 Subordinated Voting Shares equal to the number of Canopy Rivers Subordinated Voting Shares subject to such Canopy Rivers Option immediately prior to the Effective Time. The exercise price per New AIM2 Subordinated Voting Share subject to any such AIM2 Replacement Option shall be equal to the exercise price per Canopy Rivers Subordinated Voting Share subject to such Canopy Rivers Option immediately before the Effective Time, provided that the exercise price shall be adjusted to the extent, if any, required to ensure that the AIM2 Replacement Option In The Money Amount immediately after the exchange does not exceed the Canopy Rivers Option In the Money Amount of the exchanged Canopy Rivers Option immediately before the Effective Time so that subsection 7(1.4) of the Tax Act, if otherwise applicable, shall apply to the exchange of the Canopy Rivers Options;
(b) each Canopy Rivers Warrant outstanding immediately prior to the Effective Time will be cancelled and exchanged for one warrant (“AIM2 Replacement Warrants”) of AIM2 entitling the holder thereof to acquire (on substantially the same terms and conditions as were applicable to such Canopy Rivers Warrant immediately before the Effective Time under agreement evidencing the grant) one New AIM2 Subordinated Voting Share at the same exercise price per New AIM2 Subordinated Voting Share as the Canopy Rivers Warrant;
(c) the AIM2 Options outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such AIM2 Options) to reflect the Consolidation (including the number of New AIM2 Subordinated Voting Shares issuable thereunder and the exercise price of each AIM2 Option), and following the completion of the Business Combination, the AIM2 Options will remain in effect until the earlier of: (i) the date that is 12 months from the Effective Date; and (ii) the original expiry date(s) of such ...
Outstanding Options and Warrants. (i) Prior to the Effective Time, each option to purchase shares of Company Common Stock that is outstanding and unexercised pursuant to the Company Option Plans (each, a "COMPANY OPTION") in effect on the date hereof shall become and represent an option to purchase (a "SUBSTITUTE OPTION") the number of Parent Shares (rounded down to the nearest full share) determined by multiplying (X) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by (Y) the Exchange Ratio, at an exercise price per share of Parent Shares equal to the result of dividing (A) the exercise price of such Company Option by (B) the Exchange Ratio and rounding the result up to the nearest tenth of one cent (hereinafter, the "POST-MERGER OPTION EXERCISE PRICE"). It is the intent of the Parties that the 4
Outstanding Options and Warrants. (a) The Corporation shall be permitted to cause the vesting of all Options to be accelerated, conditional on the Offeror taking up and paying for the Shares under the Offer and to provide arrangements for the conditional exercise of Options and Warrants contingent upon completion of the Offer.
(b) The Board of Directors will declare, to the extent permitted by applicable Laws, that the expiry date of all Options shall, conditional on the Offeror taking up and paying for the Shares under the Offer, be accelerated so that all Options not exercised and tendered or conditionally surrendered prior to the Expiry Time will expire upon the Offeror taking up and paying for the Shares under the Offer.
(c) The Offeror acknowledges and agrees that:
(i) The Offeror shall agree with the Corporation to tendering arrangements in respect of the Offer in order to facilitate the conditional exercise of the Options and Warrants and tender of the Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of Options and Warrants to tender the Shares issuable upon the exercise of such Options and Warrants on the basis of guaranteed deliveries); and
(ii) (A) holders of Options and Warrants will be permitted to tender the Shares issuable upon the exercise thereof and for such purpose to exercise their exercisable Options and Warrants, conditional upon the Offeror taking up and paying for the Shares under the Offer, which Options and Warrants shall be deemed to have been exercised immediately prior to the take-up of the Shares and (B) all Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer, provided that the holders of such Options and Warrants indicate that the Shares are tendered pursuant to the Offer and otherwise validly accept the Offer in accordance with its terms with respect to such Shares.
Outstanding Options and Warrants. Each outstanding option or -------------------------------- warrant to purchase Company Shares (each, a "Company Option") shall be assumed by Parent (in accordance with the further provisions contained in Section 6.17) and each such assumed option shall be converted into and represent an option to purchase the number of Parent Shares (a "Substitute Option") (rounded down to the nearest full share) determined by multiplying (i) the number of Company Shares subject to such Company Option immediately prior to the Effective Time by (ii) the Exchange Ratio, at an exercise price per share of Parent Shares (rounded up to the nearest tenth of a cent) equal to the exercise price per share of Company Shares immediately prior to the Effective Time divided by the Exchange Ratio. It is the intent of the parties that the Company Options assumed by Parent shall qualify following the Effective Time as "incentive stock options" as defined in Section 422 of the Code to the extent such Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 4.1(c) shall be applied consistent with such intent. Parent will reserve a sufficient number of Parent Shares for issuance under this Section 4.1(c).
Outstanding Options and Warrants. Except to the extent otherwise provided in outstanding options, warrants, and other rights to purchase shares of the common stock, $.001 par value per share, of VEII-North Dakota, each option, warrant or other right to purchase shares of the common stock, $.001 par value per share, of VEII-North Dakota, shall be exercisable to purchase shares of VEII-Nevada on the same terms and conditions.
Outstanding Options and Warrants. The exchange of the currently outstanding Options of the Corporation and of the outstanding Corporation Warrants into the equivalent Comamtech Options and Comamtech Warrants, as provided for in Section 7.7, shall not require any consent or approval by their respective holders.
Outstanding Options and Warrants. Except as set forth on Schedule III hereto, there are not outstanding any options, warrants or agreements for the purchase or acquisition from or by the Company of any shares of its capital stock.
Outstanding Options and Warrants. There are no -------------------------------- subscription rights, options, warrants, rights, puts, calls, commitments or agreements (respecting issuance, redemption, repurchase, voting or otherwise) relating to, nor any outstanding securities convertible into, any shares of capital stock or other equity interest in SP Systems or any of the Subsidiaries, or into any such convertible securities, and neither Seller nor any of the Companies have agreed to issue, purchase, sell or transfer any of same, except as provided in this Agreement.
Outstanding Options and Warrants. ● The Company has issued the options and warrants identified in Schedule "A"