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 7.8(b).
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. At the Effective Time each unexpired and unexercised Target Warrant that is then outstanding, whether or not exercisable and whether or not vested, shall be assumed by Acquiror and converted into a warrant to purchase shares of Acquiror Common Stock ("Acquiror Warrant") as provided herein. Each Target Warrant so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions as were applicable to such Target Warrant immediately prior to the Effective Time, provided that (A) such Target 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 Capital Stock that were issuable upon exercise in full of such Target Warrant immediately prior to the Effective Time (without regard to vesting) multiplied by the Exchange Ratio (rounded down to the nearest whole number of shares of Acquiror Common Stock) and (B) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed Target Warrant shall be equal to the quotient determined by dividing the exercise price per share of Target Capital Stock at which such Target Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio (rounded up to the nearest whole cent). Acquiror shall, at all times from and after the Effective Time, reserve, keep and make available for issuance all shares of Acquiror Common Stock that are issuable upon the exercise in full of all Acquiror Warrants resulting from the assumption and conversion of Target Warrants in accordance with this Section and shall, as promptly as practicable after the Effective Time, issue to each holder of a Target Warrant that is outstanding immediately prior to the Effective Time a document evidencing the foregoing assumption of such Target Warrant by Acquiror and the conversion of such Target Warrant into an Acquiror Warrant as provided herein.
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, 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. At the Effective Time, all outstanding Target Warrants, whether or not exercisable, which 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 in accordance with Section 1.12.
Target Warrants. At the Effective Time, each outstanding warrant to purchase shares of Target Capital Stock (the "Target Warrants") 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 Capital Stock of such class and series as set forth in Section 1.6(a) equal to the product of the number of shares of Target Capital Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Capital Stock, and (ii) the per share exercise price for the shares of Acquiror Capital Stock issuable upon exercise of such assumed warrant shall be equal to the quotient determined by dividing the exercise price per share of Target Capital Stock at which such warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.
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. Effective immediately prior to the Effective Time and contingent upon consummation of the Merger, all outstanding warrants to purchase Target Common Stock (the "Target Warrants") which are not exercised prior to the Effective Time (the "Unexercised Warrant") shall automatically be converted into the right to receive that portion of the Merger Consideration as provided below and shall be cancelled by virtue of the Merger without any action on the part of the holder thereof. That portion of the Merger Consideration to be received with respect to each Unexercised Warrant shall be equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration payable per share of Target Common Stock pursuant to this Section 1.6 over the applicable exercise price per share for such warrant by (ii) the number of shares of Common Stock of Target covered by such Unexercised Warrant that were exercisable immediately prior to the Effective Time (such payment, the "Warrant Termination Payment") and shall be as set forth in Exhibit C attached hereto. In connection with, and as a condition to, the making of such payment by the Surviving Corporation, each holder of an Unexercised Warrant shall execute an Warrant Cancellation Agreement in the form attached hereto as Exhibit F (the "Warrant Cancellation Agreement") acknowledging the cancellation of such Unexercised Warrant and the release of the Surviving Corporation from any and all liability or obligation in connection with each of such holder's Target Warrants.
