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. 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. 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. 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. 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. At the Effective Time, each warrant to purchase Target Capital Stock then outstanding to the extent unexercised as of the Effective Time will be cancelled and extinguished pursuant to Section 6.7.
Target Warrants. At the Effective Time, all outstanding Target Warrants that do not terminate by their terms shall be assumed by Acquiror in accordance with Section 5.13.
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.
