Company Warrant Consideration definition

Company Warrant Consideration has the meaning set forth in Section 2.6(i)
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Company Warrant Consideration means, with respect to any Company Warrant with a per share exercise price that is less than the Company Common Stock Closing Per Share Consideration, (i) the amount by which the Company Common Stock Closing Per Share Consideration exceeds the per share exercise price of such Company Warrant, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Warrant.
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Company Warrant Consideration shall have the meaning set forth in Section 1.3(e).
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Examples of Company Warrant Consideration in a sentence

  • Payment of the Company Warrant Consideration shall be made as soon as practicable after the Merger Effective Time but in any event within three (3) Business Days following the Merger Effective Time.

  • At the Effective Time, all Company Warrants shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Warrant shall cease to have any rights with respect thereto, except the rights, in each case subject to the terms and conditions of this Agreement and the Escrow Agreement, to receive the Company Warrant Consideration.

  • Prior to and effective conditionally on consummation of the Merger such holder shall be entitled to receive from Buyer upon consummation of the Merger, in respect of each share of Company Common Stock subject to such Company Warrant, the Company Warrant Consideration.

  • At the Effective Time, the Company Warrants shall be assumed by, and shall be an obligation of, the Surviving Corporation to pay, and a right of holders thereof to receive in full satisfaction of such Company Warrants, Company Warrant Consideration in accordance with Article II of this Agreement and the Company Warrant Agreement.

  • The Company Warrant Consideration will be payable without interest, upon the surrender of the instrument representing the Company Warrant and other documentation specified in Section 2.06 hereto.

  • LS Fund has delivered to the Company a guarantee of (i) the payment obligations of Purchaser under Section 2.01(b) and Section 10.03(b)(iii) and (ii) the payment of the Merger Consideration, the Company Option Consideration and the Company Warrant Consideration.

  • The payment of the Company Warrant Consideration will be subject to withholding for all required Taxes.

  • The Company Warrant Consideration shall be paid to holders of Company Warrants by Buyer or an Affiliate thereof within three (3) Business Days following the Effective Time in respect of the Company Warrant Closing Payment and within three (3) Business Days following the date that Company Shareholders receive the corresponding portion of the cash distributions pursuant to Section 2.4(b)(ii), Section 7.6(g), Section 9.4(c), Section 9.4(d) and Section 10.3.

  • In connection with such exercise and deemed exercise, the Company shall advance and be deemed to have advanced the relevant Advanced Exercise Price in respect of each such Company Option and Company Warrant on behalf of each such Optionholder and Warrantholder, which Advanced Exercise Price shall in each case be repaid and deemed repaid by such former Optionholder and Warrantholder by the subtraction in (vi) of the Company Option Consideration and the Company Warrant Consideration, as applicable.

  • Subject to Section 2.9, the Company, Parent and Merger Sub agree to take all actions required pursuant to the Company Warrant Agreement to ensure that the Company Warrants, if outstanding following the Effective Time, shall thereafter be exercisable for the Company Warrant Consideration, including, by entering into a supplemental warrant agreement in the form required by the Company Warrant Agreement.

Related to Company Warrant Consideration

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Company Warrant means a warrant to purchase shares of Company Capital Stock.

  • Company Warrants means warrants to purchase shares of Company Capital Stock.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Base Merger Consideration means $1,200,000,000.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Parent Warrant means each Parent Private Warrant and Parent Public Warrant.

  • Warrant Exercise Price means $0.05 per share.

  • Company Options means any options to purchase shares of Company Common Stock, whether granted pursuant to any of the Company Stock Plans or otherwise.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.