Target Warrants Clause Samples
The Target Warrants clause defines the representations and assurances made by the target company in a transaction, typically regarding its financial condition, assets, liabilities, and legal compliance. In practice, this clause requires the target to confirm the accuracy of key information, such as ownership of assets, absence of undisclosed liabilities, and compliance with laws, often as a condition to closing the deal. Its core function is to allocate risk by ensuring the buyer receives truthful disclosures, thereby protecting the buyer from unforeseen issues that could affect the value or viability of the acquisition.
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. Each unexpired and unexercised Target Warrant outstanding immediately prior to the Effective Time 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 Target Common Stock 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 shares of Acquiror Common Stock issuable upon exercise of such assumed warrant shall be equal to the quotient determined by dividing the exercise price per share of Target Common Stock at which such warrant was exercisable immediately prior to the Effective Time by the Target Common Stock Exchange Ratio, rounded up to the nearest whole cent. In addition, upon exercise of such warrant, the holder thereof will be entitled to receive, for each share of underlying Acquiror Common Stock for which the warrant is so exercised, an amount in cash equal to (i) the Target Common Stock Per Share Cash Consideration divided by (ii) the Target Common Stock Exchange Ratio. Acquiror shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under the Target Warrants assumed in connection with this SECTION 1.6(d). After the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding Target Warrant, a document in form and substance satisfactory to the Stockholders' Agent (as defined in SECTION 8.8) evidencing the foregoing assumption of such Target Warrant by Acquiror.
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 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. 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.
Target Warrants. Effective immediately prior to the Effective Time and contingent upon consummation of the Merger, all outstanding Target Warrants shall continue to have, and be subject to, the same terms and conditions as may be set forth in any applicable warrant agreement or substantially similar agreement, except that (i) such Target Warrant will be exercisable for that number of whole shares of Acquiror Series CC Preferred Stock equal to the product of the number of shares of Target Series C Preferred Stock that were issuable upon exercise of such Target Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Series CC Preferred Stock, and (ii) the per share exercise price for the shares of Acquiror Series CC Preferred Stock issuable upon exercise of such assumed warrant will be equal to the quotient determined by dividing the exercise price per share of Target Series C Preferred Stock at which such Target Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio and rounded up to the nearest whole cent. Prior to Closing, Target will execute with certain holders of Target Warrants a warrant amendment in substantially the form attached hereto as Exhibit E (the "Amendment to Warrant").
Target Warrants. Prior to or simultaneously with the Effective Time, all then issued and outstanding warrants to acquire shares of Target Common Stock ("TARGET WARRANTS") shall be exercised in full. All of the Target Warrants issued and outstanding as of the date of this Agreement are listed on Schedule 2.1(g) attached hereto. An updated Schedule 2.1(g) of Target Warrants shall be delivered by Target to Acquiror on the Closing Date. Any Target Warrants that remain unexercised following the Effective Time shall be cancelled.