Treatment of Options, Warrants and Convertible Securities Sample Clauses
The 'Treatment of Options, Warrants and Convertible Securities' clause defines how financial instruments that can be converted into or exchanged for company shares are handled under the agreement. It typically outlines whether and how these instruments are included in calculations such as share ownership percentages, voting rights, or dilution protections. For example, it may specify if unexercised stock options or outstanding convertible notes are counted as part of the total share capital. This clause ensures clarity and fairness in determining the rights and obligations of parties, particularly in scenarios involving future conversions or exercises that could impact ownership structure.
Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent he desires or is obligated to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, he will be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Purchaser, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed by the Prospective Purchaser. If any Participating Seller will Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller will receive in exchange for such Options, Warrants or Convertible Securities consideration equal to the amount (if greater than zero) determined by multiplying (a) the purchase price per share of Common Stock received by the holders of the Prospective Selling Investors in such Sale less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of Common Stock issuable upon exercise, conversion or exchange of such Option, Warrant or Convertible Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.
Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.
Treatment of Options, Warrants and Convertible Securities. If any Participating Seller shall Sell any Options, Warrants or Convertible Securities that are exercisable, convertible or exchangeable in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Options, Warrants or Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Shareholder(s) in such Sale for the number of Outstanding Company Shares that would be issued upon exercise, conversion or exchange of such Options, Warrants or Convertible Securities less the exercise price, if any, of such Options, Warrants or Convertible Securities (or, with respect to Convertible Securities, if greater, the amount of the liquidation preference, if any, such securities would be entitled to in connection with such Sale in lieu of converting), in each case, subject to reduction for any tax or other amounts required to be withheld under applicable law.
Treatment of Options, Warrants and Convertible Securities. If any Stockholder shall convert or exchange Options, Warrants or Convertible Securities in any Recapitalization Transaction pursuant to this Section 4.3, such Stockholder shall receive in exchange for such Options, Warrants or Convertible Securities, options, warrants or convertible securities, as the case may be, with substantially similar terms (including with respect to the spread between the fair market value of the relevant security and the exercise price to purchase such security) as the Options, Warrants or Convertible Securities being exchanged or converted, and which are exercisable or convertible for securities of the same nature as are being issued to the Stockholders in the Recapitalization Transaction in exchange for the Shares which the Options, Warrants or Convertible Securities in question were initially exercisable for, or convertible into.
Treatment of Options, Warrants and Convertible Securities. Any Options, Warrants or Convertible Securities that are exercisable or become exercisable in connection with a Drag Along Transaction pursuant this Section 4.2 shall be subject to the provisions of the agreements and plan documents pursuant to which such Options, Warrants or Convertible Securities were issued, and to the extent that any Options, Warrants or Convertible Securities (i) are not exercisable or do not become exercisable in connection with a Drag Along Transaction pursuant this Section 4.2 and (ii) do not terminate in connection with any such Sale pursuant to such agreements and plan documents, then, notwithstanding the provisions of such agreements and plan documents, such Options, Warrants or Convertible Securities shall terminate upon such Drag Along Transaction. Subject to the preceding sentence, each Drag Along Participating Seller agrees that to the extent any Options, Warrants or Convertible Securities are included in any Transfer of Shares pursuant to this Section 4.2, such Drag Along Participating Seller will be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities immediately prior to the closing of such Drag Along Transaction to the extent necessary to Transfer Common Stock to the Prospective Buyer, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed to by the Prospective Buyer. If any Drag Along Participating Seller Transfers any Option, Warrant or Convertible Security in any Drag Along Transaction pursuant to this Section 4.2, such Drag Along Participating Seller will receive in exchange for each such Option, Warrant or Convertible Security consideration equal to the amount (if greater than zero) determined by multiplying (a) (x) the purchase price per share implied by such Drag Along Transaction of the underlying class or series of Shares into which such Option, Warrant or Convertible Security is exercisable into less (y) the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of such class or series of Shares issuable upon exercise, conversion or exchange of such Option, Warrant or Convertible Security (to the extent exercisable, convertible or exchangeable at the time of such Drag Along Transaction), subject to reduction for any tax or other amounts required to be withheld under applicable law.
Treatment of Options, Warrants and Convertible Securities. To the extent that any Options, Warrants or Convertible Securities are subject to any Approved Drag-Along Sale pursuant to Section 4.3, the Drag Along Initiating Sellers may elect to require the holders of such Options, Warrants or Convertible Securities to: (i) exercise, convert or exchange such Options, Warrants or Convertible Security on a cashless conversion or net exercise basis immediately prior to the closing of such Sale, if permitted under the terms of any such Option, Warrant or Convertible Security, to the extent necessary to Sell Common Shares to the Prospective Buyer or (ii) sell such Options, Warrants or Convertible Securities in any Sale pursuant to Section 4.3, and provide that such holders shall receive in exchange for such Options, Warrants or Convertible Securities consideration equal to the amount (if greater than zero) determined by subtracting from the aggregate purchase price per Common Share of Shares issuable upon exercise of such Options, Warrants or Convertible Securities to the extent then exercisable or convertible the aggregate exercise price that would have been payable in connection with the exercise or conversion of such Options, Warrants or Convertible Securities to the extent then exercisable or convertible. The terms, conditions, obligations and restrictions applicable under this Agreement to holders of Shares in connection with any Approved Drag-Along Sale (including the provisions of Sections 4.4.1, 4.4.2 and 4.4.3) shall apply mutatis mutandi to holders of Options, Warrants and Convertible Securities.
Treatment of Options, Warrants and Convertible Securities. A Tag Along Holder may not include Options, Warrants or Convertible Securities in a Sale of Shares pursuant to this Section 4.1.