Warrant Consideration. As additional consideration for Lxxxxx’s Advances hereunder, Borrower shall issue to Lender one or more warrants (each an “Advance Warrant”) to purchase Common Stock in connection with each Advance or series of Advances (none of which were previously included in any Advance Warrant calculation hereunder). Each such Advance Warrant shall be in the form of Exhibit B attached hereto and entitle Lender to purchase a number of shares of Common Stock equal to twenty percent (20%) of the amount of the Advance, or the aggregate amount of all Advances combined for purposes of triggering the obligation to issue an Advance Warrant divided by the VWAP. Each Advance Warrant shall have a term of three years from the date of the Advance Request, or last Advance Request, to which the Advance Warrant relates and shall be exercisable at a price per share equal to the VWAP used in calculating the number of shares of Common Stock issuable upon exercise of such Advance Warrant.
Warrant Consideration. Parent and each Loan Party acknowledges that the Company is a Subsidiary of Parent and it is to the direct and indirect financial benefit of the Parent that the Lenders provide the Loan to the Company.
Warrant Consideration. Warrants in the form attached hereto as Exhibit G (the "Consideration Warrants") to purchase an aggregate of 1,000,000 common shares of Parent (the "Warrants Shares") which shall be allocated as set forth in Exhibit D.
Warrant Consideration. 3.3 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of May 3, 1999, is among INTEGRATED SENSOR SOLUTIONS, INC., a Delaware corporation (the "COMPANY"), Texas Instruments Incorporated, a Delaware corporation ("PARENT"), and Sensor Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent ("MERGERSUB").
Warrant Consideration. The “Warrant Consideration” shall consist of a cash amount equal to Two Hundred Million U.S. Dollars ($200,000,000) payable on or prior to the Effective Date by wire transfer of immediately available funds to the account previously designated by Fifth Third Bank.
Warrant Consideration. On the Closing Date, Buyer shall execute and deliver to CECG warrants (the “Warrants”) to purchase Buyer Common Stock, in substantially the form attached hereto as Exhibit B (the “Warrant Consideration”), having the following terms: (i) an option to purchase 500,000 shares of Buyer Common Stock exercisable at a price per share that is $0.75 in excess of the Market Price and that expires on the first anniversary of the Closing Date; (ii) an option to purchase 500,000 shares of Buyer Common Stock exercisable at a price per share that is $1.75 in excess of the Market Price and that expires on the second anniversary of the Closing Date; and (iii) an option to purchase 500,000 shares of Buyer Common Stock exercisable at a price per share that is $2.75 in excess of the Market Price and that expires on the third anniversary of the Closing Date. In the event that a warrant expiration date occurs on a day other than a Business Day, such expiration date shall instead be on the next succeeding Business Day. The value of the Warrant Consideration shall be reasonably determined by Buyer at Closing in accordance with GAAP; provided, however, that in the event this Agreement is terminated pursuant to Section 10.01(b), for purposes of the definition of “Superior Sale Transaction” and the calculation of any amounts payable pursuant to Section 10.03(b), the value of the Warrant Consideration comprising a portion of the Purchase Price will be determined in good faith by the Selling Parties pursuant to the Black-Scholes model utilizing the average closing price of the shares of Buyer Common Stock over the 10 day trading period ending on the business day immediately preceding the date that this Agreement is terminated. In the event that Buyer disagrees with the Selling Parties’ calculation of the value of the Warrant Consideration, Buyer shall deliver a written objection to the Selling Parties no later than 15 Business Days after delivery to Buyer of such calculation and, if the Parties do not reach agreement on the value of the Warrant Consideration within 15 Business Days after Buyer’s delivery to the Selling Parties of such objection, the Parties shall engage a mutually agreeable investment banking firm to determine the value of the Warrant Consideration, whose determination will be final and binding on the Parties. The Selling Parties shall pay one half of the fees and expenses of such investment banking firm and Buyer shall pay the other half of such fees and expenses.
Warrant Consideration. On the Closing Date, Buyer shall execute and deliver to CECG warrants (the “Warrants”) to purchase Buyer Common Stock, in substantially the form attached hereto as Exhibit B (the “Warrant Consideration”), having the following terms: (i) an option to purchase 224,607 shares of Buyer Common Stock exercisable at a price per share that is $0.50 in excess of the Market Price and that expires on the first anniversary of the Closing Date; (ii) an option to purchase 224,607 shares of Buyer Common Stock exercisable at a price per share that is $1.00 in excess of the Market Price and that expires on the second anniversary of the Closing Date; and (iii) an option to purchase 224,608 shares of Buyer Common Stock exercisable at a price per share that is $1.50 in excess of the Market Price and that expires on the third anniversary of the Closing Date. In the event that a warrant expiration date occurs on a day other than a Business Day, such expiration date shall instead be on the next succeeding Business Day. The value of the Warrant Consideration shall be reasonably determined by Buyer at Closing in accordance with GAAP.
Warrant Consideration. In the event of the consummation of the XXX Acquisition, the Company and the Holder hereby acknowledges and agrees that the Holder shall:
(a) within thirty (30) days of the public announcement of the XXX Acquisition pursuant to a preliminary proxy statement filed on Schedule 14A with the Securities and Exchange Commission, but in no event later than one (1) Business Day prior to the consummation of the XXX Acquisition, with respect to all outstanding Warrant Shares issuable upon the exercise of the Warrant immediately prior to the consummation of the XXX Acquisition, at the Holder’s election, either:
(i) exercise the Warrant with respect to all such Warrant Shares and receive, at the closing of the XXX Acquisition, the corresponding Merger Consideration to be paid in accordance with Section 2.05 of the Merger Agreement and the Contingent Value Rights Agreement, to be entered into in connection with the XXX Acquisition by and between Parent and a rights agent selected by Parent and reasonably acceptable to the Company; or
1 NTD: Include Section 5(l) for each of the Series 1, Series 2, August and November Warrants. Include Section 9 for the Series A Warrants. Include Section 10 for the Bridge Warrants. 2 NTD: Individual holder consent is required to amend each of the Series A and Bridge Warrants. Consent of a majority of the holders is required to amend each of the Series 1, Series 2, August and November Warrants.
(ii) elect that the Company purchase, at the closing of the XXX Acquisition, the Warrant for an amount in cash equal to the Black Scholes Value (the “Black Scholes Consideration”); provided, that to the extent that the Holder has not exercised the Warrant in accordance with clause (i) above, the Holder shall be deemed to have elected to receive the Black Scholes Consideration;
(b) irrevocably and unconditionally relinquish and waive any right, option or election pursuant to the Warrant (i) to exchange the Warrant for any securities in any acquiring corporation, the Company (other than a valid exercise prior to the closing of the XXX Acquisition) or in any Successor Entity, (ii) to have any Successor Entity assume in writing or otherwise any or all of the obligations of the Company under the Warrant (other than the payment of the Merger Consideration or Black Scholes Consideration which will remain an obligation of the Company pursuant to Section 2), (iii) to have any Successor Entity deliver a security of such Successor Entity, or (iv) to have any ...
Warrant Consideration. Subject to the terms and conditions of this Agreement, including without limitation Section 8.7, at the Closing, Buyer shall issue and deliver to Seller a common stock warrant in the form attached hereto as Exhibit C, duly executed by authorized representatives of the Buyer (the “Warrant”).
Warrant Consideration. At each closing of Financing, the Company shall issue to Westminster or its designees warrants to purchase 10% of the total common stock issued and issuable from the Financing (including common stock underlying warrants and convertible securities), exercisable at the lowest of the purchase, conversion, or exercise price per share of any securities issued to investors in such Financing. Such warrants shall have registration, antidilution, and cashless exercise rights under the same terms as any warrants issued to investors in such Financing, and otherwise under customary, mutually agreeable terms.
