Seller Warrants. This Contract represents a sale by Seller to Buyer on a time price basis and not on a cash basis.
Seller Warrants. (a) Seller shall use its reasonable best efforts to obtain from each holder of a then-outstanding Seller Warrant, no later than five (5) Business Days prior to the Closing, either (x) a written acknowledgement with regard to the cancellation of such Seller Warrant immediately prior to the Effective Time and the payment therefor in accordance with the terms of Section 3.09(a)(i) below (a “Warrant Cancellation Notice”), or (y) a written notice of providing for the exercise (for cash or cashless) effective immediately prior to the Effective Time of such Seller Warrant holder’s Seller Warrant in accordance with the terms of Section 3.09(a)(ii) below (a “Warrant Exercise Notice”).
(i) Each outstanding Seller Warrant for which a Warrant Cancellation Notice has been received pursuant to Section 3.09(a) above shall be canceled in exchange for the right of the holder of such Seller Warrant to receive from Purchaser Parent a single lump sum cash payment, equal to the product of (x) the number of shares of Seller Common Stock subject to such Seller Warrant (on an as-converted basis in the case of Seller Preferred Stock Warrants) immediately prior to the Effective Time, and (y) the excess, if any, of (A) the Purchaser Parent Average Share Price multiplied by the Exchange Ratio over (B) the exercise price per share of Seller Common Stock of such Seller Warrant (on an as-converted basis in the case of Seller Preferred Stock Warrants), less any applicable Taxes required to be withheld with respect to such payment. If the exercise price per share of any such Seller Warrant (on an as-converted basis, in the case of Seller Preferred Stock Warrant) is equal to or greater than the Purchaser Parent Average Share Price multiplied by the Exchange Ratio, such Seller Warrant shall be canceled without any cash payment being made in respect thereof.
(ii) Each outstanding Seller Warrant for which a Warrant Exercise Notice has been received pursuant to Section 3.09(a) above shall be deemed exercised, and the shares of Seller Capital Stock issuable upon exercise of such Seller Warrant shall be deemed issued immediately prior to the Effective Time. At the Effective Time, the shares of Seller Capital Stock issued pursuant to this Section 3.09(a)(ii) shall be converted into the right to receive the Merger Consideration pursuant to Section 3.01(b).
(b) In the event that, for any outstanding Seller Warrant, Seller has not received a Warrant Cancellation Notice or a Warrant Exercise Notice a...
Seller Warrants. Seller shall have delivered to Buyer duly executed Warrant Cancellation Agreements from all holders of Seller Warrants.
Seller Warrants. Seller warrants that unless excepted herein, Seller has not received notification from any lawful authority regarding any assessments, pending public improvements, repairs, replacements, or alterations to the Property that have not been satisfactorily made. Seller warrants that Seller is the fee owner of the Property or is authorized to execute this document for the fee owner. Seller also represents that, to the best of its knowledge, except as may otherwise be expressly disclosed herein, Seller has not released or disposed of any hazardous or toxic waste, substance or material, including without limitation any asbestos or any oil or pesticides (collectively, “Hazardous Substances”), on or about the Property; has not disposed of or arranged for the disposition of any Hazardous Substances from the Property except in compliance with all applicable federal, state or local laws; and no Hazardous Substances exist on the Property or about the Property that threaten the Property. Seller makes no warranty that the Property is suitable for any particular purpose, nor that the Property is in compliance with the requirements of the Americans with Disabilities Act. THESE WARRANTIES SHALL SURVIVE THE DELIVERY OF THE DEED.
Seller Warrants. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, that Seller is the fee owner of the Property or is authorized to execute this document for the fee owner. Seller is not aware of any structural defects or adverse geological or environmental conditions affecting the property and its value. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, at closing, that to the best of Seller’s knowledge, no part of the property is in violation of any existing code, health or safety regulations, and is not involved in any governmental or judicial proceedings. Seller will cure any violation it becomes aware of prior to Closing. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, that any and all financial information does not contain misstatements.
Seller Warrants it is the owner of: (a) 100% of all stock of 104 Management, Inc., (b) the general partnership interest of 104 Management, Inc. in Xxxxxxx Management, LP, (c) the limited partnership interest in Xxxxxxx Management, LP, (d) Xxxxxxx Management, LP and by virtue thereof, the general partnership interest in BCIP I (e) Xxxxxxx Management, LP and by virtue thereof, the general partnership interest in BCIP III (f) 100% of the Class B limited partnership interest in BCIP I and (g) 100% of the Class B limited partnership interest in BCIP III; and
Seller Warrants. Buyer shall pay each holder (each a "Warrantholder") of an outstanding warrant to purchase shares of Seller Common Stock (each, a "Seller Warrant" and collectively with the Seller Options, the "Seller Rights" ) upon surrender of each Warrant, an amount in cash (without interest) equal to the product obtained by multiplying (x) the total number of shares of Seller Common Stock issuable upon the exercise in full of each Seller Warrant held by such Warrantholder by (y) the excess, if any, of the amount of the Per Share Purchase Price over the exercise price per share of Seller Common Stock under such Seller Warrant (with the aggregate amount of such payment rounded down to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. No consideration shall be paid for any Seller Warrant the exercise price per share of Seller Common Stock under which exceeds the Per Share Purchase Price, and each such Seller Warrant shall be cancelled as of the Effective Time.
Seller Warrants. (a) Buyer shall pay each holder (each a “Warrantholder”) of an outstanding warrant to purchase shares of Seller Common Stock (each, a “Seller Warrant” and collectively with the Seller Options, the “Seller Rights”) upon surrender of each Warrant, cash (without interest) equal to the amount by which, if any, $18.00 exceeds the exercise price per share of Seller Common Stock under such Seller Warrant (with the aggregate amount of such payment rounded down to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. No consideration shall be paid with respect to any Seller Warrant, the exercise price of which exceeds $18.00. The Seller’s Board of Directors and its Compensation Committee shall not make any grants of Seller Warrants and shall prevent the exercise of any Seller Warrants following the execution of this Agreement.
Seller Warrants. (a) Immediately prior to the Effective Time, all rights with respect to Seller Common Stock pursuant to warrants issued by the Seller (the “Seller Warrants”) shall be cancelled for nominal consideration.
(b) Seller’s Board of Directors and its compensation committee shall not make any grants of Seller Warrants following the execution of this Agreement.
(c) Seller’s Board of Directors or its compensation committee shall make such adjustments and amendments to or make such determinations with respect to the Seller Warrants necessary to effect the foregoing provisions of this Section 3.5.
Seller Warrants. (check all that apply)