Termination of Warrants. The Warrants, to the extent not heretofore exercised, shall terminate on the first to occur of the following dates:
(a) If the Employee's employment with the Corporation terminates because of his death, any Warrants held by the Employee on the date of his death may be exercised only within thirty (30) days after his death and only to the extent that the Warrants could have been exercised immediately before the Employee's death;
(b) If the Employee's employment with the Corporation terminates because of Total Disability (as hereinafter defined) after at least one (1) year of continuous employment with the Corporation immediately following the date on which Warrants were originally granted in the Employment Agreement, the Employee may exercise the Warrant to the extent that it could be exercised upon such termination of employment at any time within thirty (30) days after the employment shall terminate;
(c) If the Employee's employment with the Corporation terminates because of his retirement after at least one (1) year of continuous employment with the Corporation immediately following the date on which the Warrants were granted, the Employee may exercise the Warrant to the extent that the Warrants can be exercised upon such termination of employment at any time within thirty (30) days after retirement. Retirement means retirement from the Corporation pursuant to the provisions of the Corporation's policy as may be implemented by the Board of Directors from time to time.;
Termination of Warrants. (a) As of the Effective Time, the Company shall use its reasonable best efforts to take such actions to provide that by virtue of the Merger and without any action on the part of the holders thereof, each warrant to purchase Shares (a "Warrant") that is outstanding immediately before the Effective Time, whether or not then-exercisable, shall be canceled and, in consideration of such cancellation, each holder of a Warrant shall receive at the Effective Time an amount, subject to Section 2.6, equal to the product of (i) the amount, if any, by which the Merger Consideration exceeds the per Share exercise price of the Warrant and (ii) the number of Shares subject thereto. No payment shall be made with respect to any Warrant having a per Share exercise price, as in effect immediately prior to the Effective Time, equal to or greater than the Merger Consideration. The consideration due under this Section 2.5 shall be payable without interest after (a) verification by the Paying Agent of the ownership and terms of the particular Warrant by reference to the Company's records or such other evidence reasonably acceptable to the Surviving Corporation as the holder may provide, and (b) delivery in the manner provided in Section 2.2(b) of a written instrument (the "Warrant Release"), duly executed by the owner of the applicable Warrants, in a form provided by the Paying Agent and setting forth (i) the aggregate number of Warrants owned by that person (including Warrants as to which no consideration is payable under this Section 2.5); (ii) a representation by the person that such person is the owner of all Warrants described pursuant to clause (i), and that none of those Warrants has expired or ceased to be exercisable; and (iii) a confirmation of and consent to the cancellation of all of the Warrants described pursuant to clause (i), including the Warrants for which no consideration is payable pursuant to this Section 2.5, in consideration of the payment provided for in this Section 2.5.
(b) As of the Effective Time, the Company shall use its reasonable best efforts to provide that (i) except as set forth in Section 2.5 of the Sub Disclosure Schedule (as defined below), the agreements of the Company providing for Warrants (the "Warrant Agreements"), including the Warrant Agreement, dated as of June 28, 1994, by and between the Company and Shawmut Bank Connecticut, National Association, the Warrant Exchange Agreement, dated as of December 14, 1993, by and between the Com...
Termination of Warrants. 10 Section 2.6.
Termination of Warrants. It is agreed and acknowledged that immediately prior to the Effective Time (as defined in the Merger Agreement), and without any action on the part of the Company or the Warrant Holder, the Warrants shall be terminated and cancelled in full and rendered null and void. And all past, current, or future obligations of the Parties under the Warrants shall be extinguished, except as otherwise expressly set forth in this Agreement. The Warrant Holder will return the original Warrants for cancellation by the Company on the Effective Date. The Warrant Holder acknowledges and agrees that as of the Effective Date, it shall have no surviving right, title or interest in or to the Warrants, any shares purchasable thereunder or any other option, warrant, right or interest to acquire any equity of the Company.
Termination of Warrants. All Holders of any warrants or similar rights have terminated such warrants or similar agreements and the holders thereof shall have no rights or claims thereunder. Such terminations shall be evidenced by a release of all holders thereof.
Termination of Warrants. Notwithstanding any provision contained in this Agreement to the contrary, the Warrants shall not be exercisable either in whole or in part from and after 5:00 p.m., Atlanta, Georgia time, on the fifth anniversary of the Effective Date.
Termination of Warrants. Warrants issued pursuant to this Section 5 will terminate upon the fifth anniversary of the date of the issuance.
Termination of Warrants. The Company shall use its best efforts to terminate all unexercised warrants to purchase Company Common Stock outstanding as of the Effective Time, if any.
Termination of Warrants. The warrant granted hereunder shall terminate upon the first to occur of the following dates:
(a) The expiration of 3 months after the date on which Director's service as a director terminates, other than by reason of permanent and total disability or death of Director or other than due to a Change of Control;
(b) The expiration of twelve months after the date on which Director's service as a director terminates, if such termination is by reason of Director's permanent and total disability;
(c) In the event of Director's death while serving as a director of the Company, his executors or administrators may exercise, within six months following the date of his death, the warrant as to any of the shares subject to exercise of the warrant at Director's death to the extent not exercised prior to his death;
(d) The date shown in subparagraph 1(a) hereof.
Termination of Warrants. 53 5.21 Spreadsheet........................................................................................ 53 5.22
