Seller Warrant definition
Examples of Seller Warrant in a sentence
Notwithstanding the foregoing, any Seller Warrant with a Warrant Exercise Price that equals or exceeds the Fully Diluted Per Share Value shall be canceled with no consideration being paid to the warrantholder with respect to such Seller Warrant.
All Seller Stock Options and Seller Warrants were granted at no less than “fair market value” for purposes of Section 409A of the Internal Revenue Code, and each Seller Stock Option and Seller Warrant is exempt from Section 409A of the Internal Revenue Code.
Upon delivery of such form to the Surviving Entity, duly executed and completed in accordance with the instructions thereto, the holder of such Seller Option, Seller Warrant or Non-Plan Option shall be entitled to receive the amounts payable in cancellation of such security pursuant to Section 4.4(a) or (c), as applicable, and such form shall forthwith become the property of the Surviving Entity.
In the event of any conflict between the terms of this Amendment and the Amended Seller Warrant Agreement, the terms of this Amendment shall govern.
As modified hereby, the Amended Seller Warrant Agreement and its terms and provisions are hereby ratified for all purposes and in all respects.
If exercised after the Effective Time, each Seller Warrant or Non-Plan Option that is not a Cancelable Warrant or Option will be paid in accordance with its terms by the Exchange Agent or the Surviving Entity.
Except as set forth in Section 1 hereof, the terms and provisions of the Amended Seller Warrant Agreement remain in full force and effect without change, amendment, waiver or modification.
From and after the date provided above, all references to the Amended Seller Warrant Agreement shall be deemed to be references to the Amended Seller Warrant Agreement as modified hereby.
Buyer and Seller shall work cooperatively to facilitate the Seller Warrant Payouts.
Seller and Buyer each shall use its reasonable best efforts to cause or facilitate (a) the purchase by Buyer or one of its Subsidiaries of, or (b) the repurchase or redemption by Seller of, (x) all of the issued and outstanding shares of the Series B Preferred Stock and, (y) at the election of Buyer, the Seller Warrant from the Treasury Department, in each case prior to or concurrently with the Effective Time of the Merger.