Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the Effective Time, shall automatically be terminated and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of (i) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this Agreement.
Treatment of Options and Warrants. (a) At the Effective Time, each Option that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled at the Effective Time without consideration and shall no longer be exercisable by the holder thereof.
(b) At the Effective Time, each Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled at the Effective Time without consideration and shall no longer be exercisable by the holder thereof.
(c) Prior to the Closing the Company has taken all action that may be necessary (under the plans and/or agreements pursuant to which Options and/or Warrants are outstanding) to effectuate the provisions of this Section 1.9 and to ensure that, from and after the Effective Time, holders of Options and/or Warrants have no rights or claims with respect to such Options and/or Warrants.
Treatment of Options and Warrants. (a) In accordance with the terms of the Ignite CAN Options and the Ignite CAN Warrants, each holder of an Ignite CAN Option or an Ignite CAN Warrant shall be entitled to receive (and such holder shall accept) upon the exercise of such holder’s Ignite CAN Option or Ignite CAN Warrant, as applicable, in lieu of the Ignite CAN Common Shares to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the number of Ignite CAN Subordinate Voting Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of Ignite CAN Common Shares to which such holder would have been entitled if such holder had exercised such holder’s Ignite CAN Options or Ignite CAN Warrants immediately prior to the Effective Time.
(b) Upon any exercise of an Ignite CAN Option or an Ignite CAN Warrant following the Effective Time, Ignite CAN shall deliver the Ignite CAN Subordinate Voting Shares needed to settle such exercise in accordance with the terms of the Ignite CAN Options or Ignite CAN Warrants, as applicable and this Plan of Arrangement.
Treatment of Options and Warrants. 3 ARTICLE 4 -
Treatment of Options and Warrants. At the Effective Time of the Merger, all rights with respect to First National Common Stock issuable pursuant to the exercise of options to purchase First National Common Stock (the "First National Options") granted by First National pursuant to stock option plans or other agreements of First National, which First National Options as of the date hereof are listed and described in Section 5.3 and which First National Options are outstanding at the Effective Time of the Merger, whether or not such First National Options are then exercisable, shall be cancelled without the holders thereof being entitled to receive any payment or consideration therefor. Such holder of First National Options so surrendered shall execute a cancellation agreement pursuant to which the rights held by such holder shall be surrendered and the First National Options held by such holder shall be cancelled and shall be of no further force or effect.
Treatment of Options and Warrants. (a) At the Effective Time, each option, warrant or other right to purchase or acquire Promistar Common Stock (collectively, the "Promistar Options") pursuant to stock awards, stock options, stock appreciation rights, or other benefits granted by Promistar pursuant to any employee stock option plan or other arrangement of Promistar ("Promistar Stock Plan"), which Promistar Options are outstanding at the
Treatment of Options and Warrants. Prior to the Effective Time, the Company shall take all actions necessary to (i) terminate the Company Option Plan as of the Effective Time, (ii) ensure that, as of the Effective Time, all Company Options are subject to the applicable treatment described in Section 1.3(a)(iv), and (iii) ensure that, as of the Effective Time, all Company Warrants are subject to the applicable treatment described in Section 1.3(a)(v).
Treatment of Options and Warrants. (a) Other than as set forth below in Section 2.6(b) or Section 6.13 or with respect to Prior Electing Holders (as defined below), the Company and Parent shall take all actions necessary (including delivery of any required notices by the Company) to provide that, effective as of the Effective Time, without any action on the part of the holders thereof, each outstanding option to acquire shares of the Company Common Stock pursuant to a Company Option Plan shall cease to represent the right to acquire shares of Company Common Stock and shall instead be converted automatically into an option (as applicable) to acquire shares of Parent Common Stock as provided below (an “Assumed Option”), and such Assumed Option will be assumed by Parent on substantially the same terms and conditions as were applicable under the corresponding Company Option Plan immediately prior to the Effective Time; provided, however, that after the Effective Time:
(i) each Assumed Option will be exercisable for a number of shares of Parent Common Stock equal to the product of (x) the number of shares of Company Common Stock that would be issuable upon exercise of such Assumed Option outstanding immediately prior to the Effective Time multiplied by (y) the Common Exchange Ratio, rounded down to the nearest whole share; and
(ii) the per share exercise price for the Company Common Stock issuable upon exercise of such Assumed Option will be equal to the quotient determined by dividing (x) the per share exercise price for such Assumed Option outstanding immediately prior to the Effective Time by (y) the Common Exchange Ratio, rounded up to the nearest whole cent. Any restriction on the exercisability of such Assumed Option in effect as of the date hereof will continue in full force and effect, and the term, exercisability, and vesting schedule of such Assumed Option as in effect on the date hereof will remain unchanged. As soon as reasonably practicable following the Closing Date, the Parent will deliver to each Person who holds an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by the Parent. The Company and Parent will cooperate and coordinate with respect to any materials to be submitted to the holders of Assumed Options in connection with any notice required under this Section 2.6.
(b) Notwithstanding the foregoing, at the option of the holder thereof exercisable by delivering written notice thereof to the Company prior to the Effective Time and with resp...
Treatment of Options and Warrants. At the Effective Time, each debenture, warrant, option and other right with respect to shares of any class of the Company granted and unexercised immediately prior to the Effective Time (a "Company Option"), vested or unvested, shall be converted into a debenture, warrant, option or other right, as the case may be, to acquire Common Stock of the Parent at the rate of one (1) share of Parent Common Stock per 59.5589330784 Common Shares and one (1) share of Parent Common Stock per 0.0595589330784 Preferred Share issuable upon exercise of the Company Option. The debentures, warrants, options or other rights that will be granted and exercisable for shares of Parent Common Stock at the Effective Time, in the aggregate, are set forth on Schedule 4.1(a) to this Agreement.
Treatment of Options and Warrants. At the Effective Time, each debenture, warrant, option and other Stock Purchase Rights with respect to shares of Company Common Stock granted and unexercised immediately prior to the Effective Time (a “Company Option”), vested or unvested, shall be converted into a like right to purchase the same number of shares of Parent Common Stock on the same terms and conditions as such Stock Purchase Rights. The debentures, notes, warrants, options or other Stock Purchase Rights that will be granted and exercisable for shares of Parent Common Stock at the Effective Time, in the aggregate, are set forth on Schedule 4.1(a) to this Agreement.
