Warrants and Other Rights Sample Clauses

Warrants and Other Rights. All warrants to purchase Company Stock and all other rights or options (other than Company Options) to purchase or acquire any securities of the Company (all of the foregoing, collectively, the “Company Warrants”), whether or not exercisable or vested, shall have been exercised or terminated prior to the Closing Date. Parent shall not assume any Company Warrants.
Sample 1
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Warrants and Other Rights. XXXXXX XX and ARNEVUT shall cause outstanding warrants or other rights to acquire shares of ARNEVUT common stock (each an “ARNEVUT Right”) to be exchanged at the Effective Time for warrants or other rights to acquire common shares of XXXXXX XX. Each ARNEVUT Right so exchanged (each, a “Substitute Right”) shall be exercisable upon the same terms and conditions as under the applicable agreement evidencing the ARNEVUT Right, except that (A) each such Substitute Right shall be exercisable for, and represent the right to acquire, that whole number of common shares of XXXXXX XX (rounded to the nearest whole share) equal to the number of shares of ARNEVUT common stock subject to such ARNEVUT Right; and (B) the exercise price per common share of XXXXXX XX shall be an amount equal to the exercise price per share of ARNEVUT common stock subject to such ARNEVUT Right in effect immediately prior to the Effective Time. XXXXXX XX shall take all corporate action necessary to reserve for issuance a sufficient number of common shares of XXXXXX XX for delivery upon exercise of Substitute Rights pursuant to the terms set forth in this Section 2.4.
Sample 1
Warrants and Other Rights. Metalline and Dome shall cause outstanding warrants or other rights to acquire shares of Dome Common Stock to be exchanged at the Effective Time for warrants or other rights to acquire shares of Metalline Common Stock. Each Dome Right so exchanged (each, a “Substitute Right”) shall be exercisable upon the same terms and conditions as under the applicable agreement evidencing the Dome Right, except that (A) each such Substitute Right shall be exercisable for, and represent the right to acquire, that whole number of shares of Metalline Common Stock (rounded to the nearest whole share) equal to the number of shares of Dome Common Stock subject to such Dome Right multiplied by the Exchange Ratio; and (B) the exercise price per share of Metalline Common Stock shall be an amount equal to the exercise price per share of Dome Common Stock subject to such Dome Right in effect immediately prior to the Effective Time divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded downward to the nearest full cent). Metalline shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Metalline Common Stock for delivery upon exercise of Substitute Rights pursuant to the terms set forth in this Section 3.6.
Sample 1
Warrants and Other Rights. AAEX and AMI shall cause outstanding warrants or other rights to acquire shares of AMI Common Stock to be exchanged at the Effective Time for warrants or other rights to acquire shares of AAEX Common Stock. Each AMI Right so exchanged (each, a “Substitute Right”) shall be exercisable upon the same terms and conditions as under the applicable agreement evidencing the AMI Right, except that (A) each such Substitute Right shall be exercisable for, and represent the right to acquire, that whole number of shares of AAEX Common Stock (rounded to the nearest whole share) equal to the number of shares of AMI Common Stock subject to such AMI Right multiplied by the Exchange Ratio; and (B) the exercise price per share of AAEX Common Stock shall be an amount equal to the exercise price per share of AMI Common Stock subject to such AMI Right in effect immediately prior to the Effective Time divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded downward to the nearest full cent). AAEX shall take all corporate action necessary to reserve for issuance a sufficient number of shares of AAEX Common Stock for delivery upon exercise of Substitute Rights pursuant to the terms set forth in this Section 2.6.
Sample 1
Warrants and Other Rights. There are, and on the Closing Date there shall be, no authorized, issued or outstanding options, warrants, convertible securities, subscriptions or other agreements or rights of any nature (other than pursuant to this Agreement) under which Chatham may be obligated to issue or transfer any shares of capital stock of Chatham).
Sample 1
Warrants and Other Rights. The Company acknowledges and agrees that any and all other outstanding options (other than the Options), stock warrants and stock rights, other than the shares of Company Common Stock issuable upon conversion of the Note (as defined below) (collectively, "Warrants and Other Rights") granted pursuant to any option agreement, option plan, warrant agreement or otherwise (collectively, the "Warrant Agreements"), whether or not then exercisable or vested, shall upon consummation of the Merger, pursuant to the terms of such Warrants Agreements, automatically and without the action of any Person, be converted into the right to receive upon exercise of the rights under the Warrants Agreements, the Merger Consideration for which such Warrant Agreement could have been exercised immediately prior to the Effective Time (such amount being herein referred to as the "Warrant Price"). Parent agrees to cause the Surviving Corporation to pay the Warrant Price, if any, upon surrender by a holder of a Warrant Agreement.
Sample 1
Warrants and Other Rights. Consultant hereby cancels and terminates in all respects any and all Rights that may be held by Consultant on the date hereof (collectively, the "Terminated Rights"). On the date hereof, Consultant has delivered to the Company for cancellation any original documents in Consultant's control or possession evidencing or representing any such Terminated Rights. Consultant hereby releases the Company, the Company Affiliates, their respective directors, officers, employees and agents, and their respective successors and assigns, from any liability to Consultant whatsoever relating to, arising out of, or in connection with, such Terminated Rights. The foregoing provisions shall not be construed to limit the ability of the Company to grant or issue to Consultant, after the date hereof, any similar rights to acquire any capital stock or other securities of the Company and/or the Company Affiliates, including options or warrants. For purposes of this Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to convert, commitments or rights of any character or kind, including without limitation, options or warrants, to purchase or otherwise acquire or to require the Company and/or the Company Affiliates, to issue any capital stock or other securities of the Company and/or any other Affiliated Securities.
Sample 1
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Warrants and Other Rights. The Company shall take all action necessary to ensure that (i) any rights, options, warrants or other rights or agreements of any kind that obligate the Company to issue or sell any shares of capital stock or other securities of the Company (other than Company Stock Options) (“Company Equity Rights”), that are outstanding and exercisable immediately prior to the Effective Time and that have not been exercised or cancelled prior thereto, shall terminate and be cancelled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Company Equity Rights are granted after the date of this Agreement.
Sample 1

Related to Warrants and Other Rights

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date. (b) With respect to Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry. (c) No Members shall have any cumulative voting rights.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Concerning the Warrant Agent and Other Matters 8.1. Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 8.1. (a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

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