Common Warrants Sample Clauses

Common Warrants. To the extent the warrant to purchase shares of --------------- Company Common Stock (the "Common Warrants") remain exercisable immediately prior to the Effective Time, the Common Warrants shall, in connection with the Merger and pursuant to its terms, be terminated and shall not be assumed by Parent. After the Effective Time, any unexercised portion of the Common Warrants shall not represent any right to purchase any Company Capital Stock or any Parent Common Stock.
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Common Warrants. On or before each of the Closing Date and the Option Closing Date, if any, the Company shall have delivered to the Representative executed copies of the Firm Common Warrants and the Option Common Warrants, as the case may be.
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Common Warrants. The Company shall have delivered executed copies of the Common Warrants to the public purchasers thereof.
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Common Warrants. Buyer shall not assume any Common Warrants. Upon the terms and subject to the conditions set forth in this Agreement, the Company will take all action necessary to cause each Common Warrant to be exercised prior to the Effective Time and to cause each outstanding Common Warrant issued and outstanding at the Effective Time to be automatically canceled and terminated as of the Effective Time without consideration such that each holder of a Common Warrant (each, a “Common Warrantholder”) shall cease to have any rights with respect thereto after the Effective Time.
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Common Warrants. Prior to the Effective Time, the Target shall deliver to each holder of Common Warrants a letter (the “Merger Notice”) providing notice of the Merger and the Effective Date and containing instructions with respect to the exercise of such holder’s Common Warrants and the surrender of the Common Stock underlying such Common Warrants in the form of Exhibit D attached hereto. The Target and the Target Stockholder Representative shall also take all actions necessary to allow the holders of Common Warrants to exercise their Common Warrants prior to the Effective Time. The holders of Common Warrants shall not be entitled to any payment in connection with the surrender of the shares of Common Stock issuable upon the exercise of the Common Warrants.
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Common Warrants. Subject to Section 2.9(h), at the Effective Time, each Company Warrant to purchase shares of Company Common Stock that is vested, outstanding and unexercised immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the Merger) (an “Outstanding Common Warrant”) shall be cancelled and the holder thereof shall be entitled to receive for each share of Company Common Stock subject to such Outstanding Common Warrant:
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Common Warrants. USHG agrees to sell to each Purchaser, on the Closing Date, Common Warrants to purchase the percentage of USHG's Fully-Diluted Common Stock set forth opposite such Purchaser's name on Exhibit A hereto. The Common Warrants issued pursuant hereto shall be exercisable for an aggregate of not less than three and three quarters percent (3.75%) of USHG's Fully-Diluted Common Stock. The Common Warrants shall be issued pursuant to this Agreement and the Common Warrant Agreement. Each Common Warrant shall be substantially in the form of Exhibit A to the Common Warrant Agreement, with the blanks appropriately filled in conformity herewith, and shall be dated the Closing Date.
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Common Warrants. As soon as reasonably practicable following the Agreement Date, the Company Board shall take all necessary action, including obtaining the consent of any and all holders of Common Warrants, if necessary, to: (i) terminate, as of the Effective Time, each Common Warrant that is then outstanding and unexercised (without the creation of additional liability to the Company or any of its Subsidiaries); and (ii) exchange all such Common Warrants, for the right to receive, in the case of each Common Warrant, subject to the holder of such Common Warrant executing and delivering the Warrant Notice and Termination Agreement attached as Exhibit C to the LLC Agreement, a portion of any Contingent Consideration that may be paid or become payable by the Parent to the Holders Representative, such portion to be determined in accordance with the provisions of Section 3.1 of the LLC Agreement. All Common Warrants, when terminated as contemplated under this Section 3.1(d), shall no longer be outstanding and shall automatically cease to exist, and each holder of a Common Warrant shall cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 3.1(d).
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Common Warrants. In connection with the Merger, effective at the Effective Time, each Common Warrant without any payment therefor shall agree to cancel its Common Warrant in accordance with its terms. Each Common Warrant, to the extent unexercised as of the Effective Time, shall thereafter no longer be exercisable and the holder of such Common Warrant shall receive no payment for the cancellation and settlement thereof.
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Related to Common Warrants

  • Company Warrants Immediately prior to the Effective Time, (x) the Company shall cause each Company Warrant (other than the Finback Warrant) that is issued and outstanding immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (y) (A) the Company shall cause the portion of the Finback Warrant that is vested as of immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (B) the portion of the Finback Warrant that is unvested as of immediately prior to the Effective Time (such portion, the “Unvested Finback Warrant”) shall be automatically, without any action on the part of Parent, the Company or the Company Warrant holder, converted into a warrant (the “Parent Finback Warrant”) to acquire shares of Parent Common Stock in accordance with this Section 2.1(a)(iii), in each case, in accordance with the respective terms of such Company Warrant (such actions, collectively the “Company Warrant Settlement”). Such Parent Finback Warrant as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Finback Warrant immediately prior to the Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and converted shall be for that number of shares of Parent Common Stock determined by multiplying the number of shares of the Company Common Stock subject to the unvested portion of such Finback Warrant immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of the Unvested Finback Warrant immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. After the Company Warrant Settlement, all of the Company Warrants shall no longer be outstanding and shall cease to exist and each holder of Company Warrants shall thereafter cease to have any rights with respect to such securities except as set forth in this Section 2.1(a)(iii).

  • New Warrants This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 5% of the Firm Shares sold in the Offering). The Representative’s Warrant Agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date that is six months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $ [●], which is equal to 125% of the initial public offering price per Firm Unit. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. “Effective Date” shall mean the date that the Commission declares the Registration Statement effective.

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