Treatment of Warrant. The Company and the Holder intend to treat the Warrants as Shares of Series A Preferred Stock and the exercise of the Warrant for Shares of Series A Preferred Stock as a nonevent for U.S. federal and applicable state and local Tax purposes.
Treatment of Warrant. The holder of the warrant to purchase 771,429 MetroCorp Common Shares originally issued to the United States Treasury, on January 16, 2009 (the “Warrant”), shall, if the Warrant is exercised at or prior to the Effective Time, receive the Per Share Merger Consideration in exchange for the MetroCorp Common Shares held by it or to which it is entitled under the Warrant. If not exercised at or prior to the Effective Time, the obligations of MetroCorp under the Warrant that survive the Effective Date shall be assumed by East West.
Treatment of Warrant. From and after the Effective Time, as provided for in the Warrant, the Warrant will represent the right to acquire and receive, upon exercise thereof in accordance with its terms, the Merger Consideration payable in respect of the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to the Effective Time. In accordance with the applicable terms of the Warrant, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Warrant as provided for in this Section 2.6.
Treatment of Warrant. Upon the closing of any Acquisition, if the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 2(b) above is greater than the Exercise. Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 2(a) above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such exercise to the Holder.
Treatment of Warrant. Immediately prior to the Effective Time, the Company Warrant shall (to the extent unexercised at such time) be deemed to be automatically exercised in accordance with the Warrant Agreement and the holder thereof shall receive as consideration for the cancellation of the Company Warrant and the termination of the Warrant Agreement a payment in cash by the Surviving Corporation on the Closing Date, and in any event immediately after the Effective Time, of an amount equal to the product of (a) the total number of Shares underlying the Company Warrant immediately prior to such cancellation and (b) the lesser of (i) the excess, if any, of the Merger Consideration per Share over the exercise price per Share underlying the Company Warrant immediately prior to such cancellation and (ii) $2.55 (the “Warrant Payment”). From and after the Effective Time, the Company Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Payment, if any. The Warrant Payment shall constitute the sole consideration payable in respect of the canceled Company Warrant and no additional consideration shall be paid in respect of the canceled Company Warrant.
Treatment of Warrant. At the Effective Time, each Warrant (the “Company Warrant”), under that certain Warrant to Purchase Stock, dated as of September 21, 2022, by and between the Company and SLR Investment Corp., a Maryland corporation, that is outstanding immediately prior to the Effective Time shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Warrant as soon as practicable following the Effective Time (i) a number of shares of Parent Common Stock equal to (A) the product of (x) the excess of $1.10 over the exercise price per Company Share under such Company Warrant, and (y) the number of Company Shares subject to such Company Warrant, multiplied by (B) the Exchange Ratio, and (ii) one CVR for Company Share underlying such Company Warrant, in each case, without interest, and subject to deduction for any required withholding Tax.
Treatment of Warrant. Prior to the Closing, the Company and the Warrantholder shall take all actions necessary to provide that, as of the Closing (but conditioned thereon), the Warrant will be cancelled and will no longer entitle the Warrantholder to any payment or other rights, other than the payment of (i) the Warrant Cancellation Amount (subject to the adjustments and payments set forth herein) and (ii) a portion of the Earnout Amounts (if any are paid), as more particularly set forth on Schedule I. From and after the Closing, the Warrant will be void and of no further force or effect and no longer exercisable by the Warrantholder.
Treatment of Warrant. Prior to the Effective Time, the Company’s board of directors (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time, pursuant to Section 1.5 of the Warrant to Purchase Stock (the “Warrant”), dated as of July 16, 2019, between the Company and Macquarie US Trading LLC (the “Warrant Holder”) (which provision requires the Company to provide the Warrant Holder with written notice of the Merger, together with such reasonable information as the Warrant Holder may request in connection therewith, and which is to be delivered to the Warrant Holder not less than ten (10) days prior to the Closing), unless the Company receives a notice in writing from the Warrant Holder that it elects to have the unexercised portion of the Warrant expire, the unexercised portion of the Warrant shall be deemed to be automatically exercised pursuant to Section 1.3 of the Warrant immediately prior to the Effective Time without any action on the part of the Warrant Holder and, in exchange therefor (in lieu of Shares), the Warrant Holder shall be entitled to receive, in consideration thereof and in settlement therefor, a payment in cash of an amount equal to the product of (y) the Merger Consideration multiplied by (z) the number of Shares for which the Warrant is then exercisable (on a net cash settlement basis) (such amount payable hereunder, the “Warrant Payment”) (less any required Tax withholdings as provided in Section 2.05). From and after the Effective Time, the Warrant shall terminate in full, and the Warrant Holder shall be entitled only to the payment provided for in this Section 2.03(f).
Treatment of Warrant. Immediately prior to and contingent upon the Effective Time, unless previously exercised by the holder thereof, the Company Warrant shall, by virtue of the Merger, be immediately cancelled and the holder thereof shall be entitled to receive, in consideration of such cancellation, an amount in respect of each share of Company Common Stock for which the Company Warrant is deemed to be cashless exercised in accordance with Section 1.6(b) thereof. Following the Effective Time, no holder of any Company Warrant shall have any right hereunder or thereunder to acquire any Company Securities, any Company Subsidiary Securities, or any securities in the Surviving Corporation, Parent or any of their respective Affiliates.
Treatment of Warrant in Connection with a Non-Cash Acquisition. Upon the closing of any Acquisition other than a Cash Acquisition (and as a condition to the consummation of such Acquisition), the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Exercise Shares issuable upon exercise of the unexercised portion of this Warrant as if such Exercise Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. 2.9
