Target Warrants. At the Effective Time, all warrants to purchase any series of Target Preferred Stock or Target Common Stock then outstanding (“Target Warrants”) shall be cancelled in accordance with their terms.
Target Warrants. Effective immediately prior to the Effective Time and contingent upon consummation of the Merger, all outstanding warrants to purchase Target Capital Stock (the "Target Warrants") shall terminate by virtue of the merger and be cancelled without any action on the part of the holder thereof, except (A) that those four Target Warrants numbered IPO 99-1, IPO 99-2, PP 99-1 and PP 99-2 exercisable into 40,000, 26,666, 50,000 and 33,333 shares of Target common stock respectively may each remain outstanding provided that the exercise price under any such Target Warrant remaining outstanding at the Effective Time is greater than the sum (the "Total Consideration") of the amount to be received per share of Target common stock in the Special Distribution, plus the Merger Consideration and (B) with respect to those Target Warrants referred to in Section 2.3 of the Target Disclosure Schedule as the "webMillion Warrants," such Target Warrants may remain outstanding, provided that (i) the amount to be retained in the Cash Account shall be increased by an amount (the "Warrant Amount") equal to the product of (x) the difference of the Total Consideration less the exercise price per share of such webMillion Warrants multiplied by (y) the number of shares of Target Common Stock purchasable upon exercise of the webMillion Warrants that remain outstanding, and (ii) Target uses its reasonable best efforts to terminate such webMillion Warrants in exchange for the payment to the holder thereof of an amount equal to such holder's share of the Warrant Amount.
Target Warrants. (a) At the Effective Time, each Target Warrant that (i) is unexpired, unexercised and outstanding as of immediately prior to the Effective Time, (ii) which has an exercise price that exceeds, for Target Warrants exercisable for Target Common Stock, the Common Per Share Amount, for Target Warrants exercisable for Series A Preferred Stock, the Series A Per Share Amount or, for Target Warrants exercisable for Series B-1 Preferred Stock, the Series B-1 Per Share Amount, and (iii) that is held by a Person who has executed and delivered to Acquiror a Warrant Acknowledgment by no later than 5 p.m. Pacific Time on the day that is one (1) Business Day prior to the Effective Time (an “Eligible Target Warrant”) shall, on the terms and subject to the conditions set forth in this Agreement, be, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, Target, the holder of the Eligible Target Warrant or any other Person, cancelled, and each holder of an Eligible Target Warrant shall cease to have any rights with respect thereto other than the right to receive, (A) an amount in cash, without interest, equal to the product of (1) the aggregate number of shares of Target Capital Stock subject to such Target Warrant multiplied by (2) the excess of the Common Per Share Amount, Series A Per Share Amount or Series B-1 Per Share Amount, as applicable, payable with respect to the class or series of Target Capital Stock underlying the Eligible Target Warrant over the per share exercise price of such Eligible Target Warrant, and (B) any amounts that may become payable in respect of such Eligible Target Warrant in the future from the Escrow Consideration or Expense Fund Amount in accordance with Section 9, if, as and when such release is required to be made. The amounts in (A)-(B) above, the “Warrant Cash-out Payment”. After the Effective Time, the holder of each Eligible Target Warrant shall only be entitled to the Warrant Cash-Out Payment with respect to such Eligible Target Warrants. For the sake of clarity, a Target Warrant with an exercise price equal to or in excess of, for Target Warrants exercisable for Target Common Stock, the Common Per Share Amount, for Target Warrants exercisable for Series A Preferred Stock, the Series A Per Share Amount or, for Target Warrants exercisable for Series B-1 Preferred Stock, the Series B-1 Per Share Amount, or that is held by a Person who does not timely execute and deliver a Warrant Acknowledgement as set forth ...
Target Warrants. At the Effective Time, each outstanding Target Warrant shall be assumed by Acquiror. Each such warrant so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions as those that existed immediately prior to the Effective Time, except that (i) such warrant shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such warrant immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock and (ii) the per share exercise price for the
Target Warrants. Effective immediately prior to the Effective Time and contingent upon consummation of the Merger, all outstanding warrants to purchase Target Capital Stock (the “Target Warrants”) shall terminate unexercised by virtue of the Merger and without any action on the part of the holder thereof.
Target Warrants. At the Effective Time, all warrants to purchase Target Preferred Stock or Target Common Stock then outstanding (“Target Warrants”) shall be cancelled in accordance with Section 5(b)(vi).
Target Warrants. At the Effective Time, all outstanding Target Warrants that do not terminate by their terms shall be converted into warrants to acquire Acquiror Common Stock in accordance with their terms.
Target Warrants. At the Effective Time, all warrants to purchase Target Capital Stock then outstanding shall be cancelled or assumed in accordance with Section 1.12.
Target Warrants. As soon as practicable after the Effective Date, Target Company (or its duly appointed agent) shall deliver certificates representing the Target Warrants required to be issued to registered holders of MTI Warrants as at the Effective Time in accordance with the provisions of Section 3.1(m) hereof, which certificates shall be held by the Target Company (or its duly appointed agent) as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.2 hereof.
Target Warrants. No Target Warrants shall be assumed by Acquiror in the Merger and, except as set forth in Section 3.5(f) of the Target Disclosure Schedule, each Target Warrant outstanding immediately prior to the Effective Time shall terminate, expire or be cancelled as of, or prior to, the Effective Time in accordance with Section 6.8.
