Warrant Merger Consideration definition

Warrant Merger Consideration has the meaning set forth in Section 3.01(e).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Warrant Merger Consideration means the cash and Endo Shares as would have been payable or deliverable in the Merger (if the holder had exercised its Actient Warrant immediately prior to the Merger Effective Time, assuming such holder would receive the Weighted Average Merger Consideration or, at Endo’s option, the Cash Election Consideration) with respect to or in exchange for the net Auxilium Shares immediately theretofore deliverable upon exercise of such holder’s Actient Warrant had the Merger not taken place.

Warrant Merger Consideration means the product of (i) the Warrant Per Share Merger Consideration, multiplied by (ii) the number of Company Shares subject to each Warrant outstanding immediately prior to the Effective Time.

Examples of Warrant Merger Consideration in a sentence

• The calculations set forth in the Final Merger Consideration Certificate of the (A) Per Share Series A Preferred Merger Consideration, (B) Per Share Series B Preferred Merger Consideration, (C) Per Share Series C Preferred Merger Consideration, (D) Per Share Common Merger Consideration and (E) the Option and Warrant Merger Consideration, and the amounts payable in accordance thereof, will be binding and will be used for all purposes of this Agreement.

• From and after the Effective Time, all such Warrants shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of a Warrant shall cease to have any rights with respect thereto, except the right to receive the Per Warrant Merger Consideration to be paid in accordance with Section 3.6.

• At the Effective Time, all Warrants will be cancelled and retired and will cease to represent the right to acquire Company Common Stock, and each holder of a Warrant will cease to have any rights with respect thereto, except, with respect to holders of In-the-Money Warrants, the right to receive the Warrant Merger Consideration in accordance with Section 3.02 hereof.

• Upon the reasonable request of Endo, Auxilium shall cooperate with Endo in good faith with respect to any communications with the holder of the Actient Warrants and shall use commercially reasonable efforts to ensure that the Actient Warrants outstanding immediately prior to the Merger Effective Time shall no longer be exercisable for Auxilium Shares and shall instead be exercisable solely for the Warrant Merger Consideration, including by exercising any applicable elections under the Actient Warrant.

• After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Capital Stock, Company Stock Options or Warrants, and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Preferred Stock Merger Consideration, the Common Stock Merger Consideration, the Option Merger Consideration, or the Warrant Merger Consideration, as the case may be.

• All payments of Common Stock Merger Consideration, the Preferred Stock Merger Consideration, and the Warrant Merger Consideration with respect to such cancelled Certificates or Affidavits of Lost Certificate shall be made by the Paying Agent or the Company, respectively, as promptly as reasonably practicable in accordance with Section 3.6(a).

• Payment of Share Merger Consideration or Public Warrant Merger Consideration shall be made as promptly as practicable after the date of Proper Delivery of the applicable Certificate, Book-Entry Share or Public Warrant.

• The receipt by Holder of the Warrant Merger Consideration shall constitute complete and full payment for the relinquishment of all rights of Holder under the Warrant and any other agreement and plan to acquire (i) DevX Common Stock or (ii) any other equity security of DevX or any affiliate thereof, except as otherwise indicated on Exhibit A.

• If requested by Parent, as a condition to being paid the Warrant Merger Consideration, each holder of a Company Warrant shall execute a letter of transmittal in a form reasonably acceptable to Parent.

• From and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section ‎3.03, each SPAC Class A Share shall solely represent the right to receive the SPAC Shares Merger Consideration to which such SPAC Class A Share is entitled to receive pursuant to this Agreement, and each SPAC Warrant shall solely represent the right to receive the SPAC Warrant Merger Consideration to which such SPAC Warrant entitled to receive pursuant to this Agreement.

More Definitions of Warrant Merger Consideration

Warrant Merger Consideration has the meaning set forth in Section 2.7(a).

Warrant Merger Consideration means (1) the Per Share Cash Consideration, as adjusted pursuant to Section 2.7(a)(D), less the applicable Warrant exercise price, (2) subject to Section 2.7(d), that number of shares of TCS Common Stock equal to the Per Share Equity Consideration, (3) the Per Share Twelve Month Promissory Notes Consideration, and (4) the Per Share Indemnification Promissory Notes Consideration.

Warrant Merger Consideration. Section 2.1(e)