Treatment of Warrant in non-Cash/Public Acquisition Sample Clauses

Treatment of Warrant in non-Cash/Public Acquisition. Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such closing, all subject to further adjustment from time to time thereafter in accordance with the provisions of this Warrant.
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Treatment of Warrant in non-Cash/Public Acquisition. Upon the closing of any Acquisition other than a Cash/Public Acquisition, either (i) the acquiring, surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such closing, all subject to further adjustment from time to time thereafter in accordance with the provisions of this Warrant or (ii) if the acquiring, surviving or successor entity shall not have assumed this Warrant, then the aggregate Exercise Price shall be reduced to the greater of (x) One Dollar ($1.00) or (y) the aggregate par value of the Shares and this Warrant shall be deemed to have been cashless exercised in full pursuant to Section 2.2 above as of immediately prior to the consummation of such Acquisition.
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Treatment of Warrant in non-Cash/Public Acquisition. Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate Warrant Price equal to the aggregate Warrant Price in effect as of immediately prior to such closing (in which case the term “Common Stock” shall thereafter be deemed to refer to such securities and, unless the context otherwise requires, the term “Company” shall thereafter be deemed to include the issuer of such securities), all subject to further adjustment from time to time thereafter in accordance with the provisions of this Warrant. The holder hereof acknowledges that the Company is a party to the Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) dated as of August 9, 2021 by and among the GreenLight BioSciences Inc. (“GreenLight”), Environmental Impact Acquisition Corp. (“ENVI”), and Honey Bee Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, upon the terms and conditions set forth therein, (i) Merger Sub shall be merged (the “Merger”) with and into GreenLight and GreenLight shall become a wholly owned subsidiary of ENVI [and (ii) holders of shares of [the Common Stock/the common stock of GreenLight] shall receive shares of Class A common stock, par value $0.0001 per share, of ENVI (“ENVI Common Stock”) in exchange for their shares of [the Common Stock/the common stock of GreenLight] at the exchange ratio specified therein] (the Merger and such associated transactions referenced in preceding clause[s] [(i) and (ii)] being referred to herein as the “Business Combination Transaction”). The Company and the holder hereof acknowledge and agree that [(x) the Merger will constitute an Acquisition but not a Cash/Public Acquisition by virtue of, among other things, the provisions of Rule 144(i) promulgated under the Act and (y) notwithstanding the filing and effectiveness of a registration statement on Form S-4 pursuant to the terms of the Business Combination Agreement, if the Merger is consummated,] any shares of [ENVI] Common Stock or other securities of [ENVI] t...
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Related to Treatment of Warrant in non-Cash/Public Acquisition

  • Treatment of Warrant at Acquisition In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Effect of Common Stock Change Event (A) If there occurs:

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