Warrants and Options. In the event that, during the term of this Pledge Agreement, subscription, warrants, dividends, or any other rights or option shall be issued in connection with the Collateral, such warrants, dividends, rights and options shall be immediately delivered to Secured Party to be held under the terms hereof in the same manner as the Collateral.
Warrants and Options. In the event that during the term of this Agreement subscription warrants or other rights or options shall be issued to the Pledgor in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned to the Agent by the Pledgor, and such stock warrants, rights and options shall be, and, if exercised by the Pledgor, all new stock issued pursuant thereto shall be, pledged by the Pledgor to the Agent to be held as, and shall be deemed to be part of, the Pledged Collateral under the terms of this Agreement in the same manner as the shares of capital stock originally pledged hereunder.
Warrants and Options. If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the shareholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell any warrants, options or other rights to subscribe for or purchase (A) any shares of Common Stock or (B) any Convertible Securities, whether or not the rights to subscribe, purchase, exchange or convert thereunder are immediately exercisable, and the consideration per share for which additional shares of Common Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the Fair Market Value Per Share, then the Aggregate Number shall be adjusted as provided in Section 6(a)(iii) hereof on the basis that (1) the maximum number of additional shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Fair Market Value Per Share as hereinafter provided and (2) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to the terms of such warrants, options or other rights or such Convertible Securities. For purposes of this Section 6(a)(iv), the effective date of such adjustment and the date as of which the Fair Market Value Per Share shall be computed shall be the earliest of (A) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such warrants, options or other rights, (B) the date on which the Company shall enter into a firm contract or commitment for the issuance of such warrants, options or other rights and (C) the date of actual issuance of such warrants, options or other rights. No adjustment of the Aggregate Number shall be made under this Section 6(a)(iv) upon the issuance of any w...
Warrants and Options. No Selling Stockholder has granted with respect to the Firm Shares to be sold by such Selling Stockholder under this Agreement, and the Firm Shares to be sold by such Selling Stockholder under this Agreement are not subject to, any option, warrant, put, call, right of first refusal or other right to acquire or purchase any such Firm Shares other than pursuant to this Agreement, except as may be required under Section 409(h) of the Internal Revenue Code of 1986, as amended (the "Code").
Warrants and Options. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company; (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations; (iii) obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; or (iv) contractual obligation of the Company to repurchase, redeem or otherwise acquire any Shares of Common Stock of the Company or to provide funds to make any investment in any other person or entity.
Warrants and Options. The holders of options and warrants to -------------------- purchase Shares of Class A Membership Interests, the number of Shares underlying such options and warrants, the exercise price for such warrants and options and the expiration dates of such options and warrants are as set forth on Schedule 5.9.
Warrants and Options. (a) At the Effective Time, all outstanding warrants issued by the Company to purchase shares of Company Common Stock (the “Company Warrants”) that have not been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed be a warrant (the “Parent Warrants”) to acquire the same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant. Schedules 2.10 and 1.7(a)(i) attached hereto set forth the name of each holder of Company Warrants, the aggregate number of shares of Company Common Stock that each such person may purchase pursuant to the exercise of his or her Company Warrants and the aggregate number of shares of Parent Common Stock that each such person may purchase upon exercise of Parent Warrants acquired pursuant to this Section 1.7(a)(i). By its signature hereunder, Parent expressly assumes the obligation to issue Parent Common Stock to the holders of Parent Warrants upon exercise thereof, in accordance with the provisions of this Section 1.7(a)(i). Without limiting the generality of the foregoing, the Company and the Parent shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(a).
(b) Parent shall take all action necessary and appropriate, on or prior to the Effective Time, to authorize and reserve a number of shares of Parent Common Stock sufficient for issuance upon the exercise of Parent Warrants following the Effective Time as contemplated by this Section 1.7.
(c) The Company’s option plans, including the 2010 Equity Incentive Plan of the Company, shall be assumed by the Parent, and all outstanding options issued by the Company to purchase shares of Company Common Stock (the “Company Options”) will, at the Effective Time, be deemed be an option (the “Parent Options”) to acquire the same number of shares of Parent Common Stock as the holder of such Company Options would have been entitled to receive pursuant to the Merger had such holder exercised such Company Options in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exerci...
Warrants and Options. On the Closing Date and upon the terms and conditions set forth herein, TCW shall cause Portfolio to execute and deliver to Inland the TCW Option Termination Agreement.
Warrants and Options. The Company has warrants and options exercisable and outstanding to purchase up to an aggregate of 3,224,911 shares of Common Stock, except for 749,400 ESOPS currently exercisable and outstanding.
Warrants and Options. (a) At the Effective Time, each outstanding warrant (a “Company Warrant”) to purchase Preferred Stock or Common Stock of the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be converted into a warrant to purchase (i) in the case of an outstanding Company Warrant to purchase Common Stock of the Company, that number of shares of Common Stock of Parent equal to the amount of Merger Consideration that such warrant holder would have received had such holder exercised such warrant immediately prior to the Effective Time and (ii) in the case of an outstanding Company Warrant to purchase Preferred Stock, that number of shares of Common Stock of Parent equal to the amount of Merger Consideration that such warrant holder would have received had such holder exercised such warrant for Preferred Stock and then converted such Preferred Stock into Common Stock of the Company immediately prior to the Effective Time. The aggregate exercise price and other terms of such warrants shall not be affected or altered by such conversion. After the Effective Time, each holder of a Company Warrant shall be entitled to exchange such Company Warrant for a new warrant issued by Parent, which warrant (A) shall be exercisable into Common Stock of Parent in accordance with the foregoing sentence and (B) shall be in substantially the form of the Company Warrant being exchanged.
(b) As of the Effective Time, each outstanding option to purchase capital stock of the Company shall have been terminated.
