Assumption of Company Warrants. At the Closing, without any action on the part of the holders of any warrants exercisable for shares of Company Capital Stock (“Company Warrants”), each then outstanding Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Acquiror and automatically be converted into a warrant to purchase shares of Domesticated Acquiror Common Stock (“Substitute Warrants”) as set forth below. Each Substitute Warrant will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Warrants immediately prior to the Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Domesticated Acquiror Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Warrant immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Domesticated Acquiror Common Stock and (ii) the per share exercise price for the shares of Domesticated Acquiror Common Stock issuable upon exercise of such Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Warrant was exercisable immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of unvested Company Warrants. Each Substitute Warrant shall be vested immediately following the Closing as to the same percentage of the total number of shares subject thereto as the Company Warrant was vested as to immediately prior to the Closing. As soon as reasonably practicable following the Closing Date, Acquiror will use commercially reasonable efforts to issue to each Person who holds a Substitute Warrant a document evidencing the foregoing assumption of such Company Warrant by Acquiror.
Assumption of Company Warrants. At the Closing, without any action on the part of the holders of any Company Warrants, each then outstanding Company Warrant will be assumed by BRPA and automatically treated as if such Company Warrant were a Company Stock Option in accordance with Section 1.3(c).
Assumption of Company Warrants. The Acquiror Company shall assume the obligations of all of the outstanding warrants to purchase shares of common stock of the Company as more fully set forth on Schedule 2.6 hereto. The parties agree to execute and deliver to each other such other documents and to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Section 2.6. The assumed warrants will be exercisable for shares of common stock of the Acquiror Company after applying the exchange ratio pursuant to this Agreement to the exercise price and the number of shares issuable pursuant to such assumed warrants.
Assumption of Company Warrants. (a) At the Offer Acceptance Time, to the extent provided for by their terms, each Company Warrant then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume, to the extent provided for by their terms, each such Company Warrant. From and after the Offer Acceptance Time, (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Offer Acceptance Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iii) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent, and (iv) any restriction on the exercise of any such Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each Company Warrant assumed by Parent in accordance with this Section 6.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the Offer Acceptance Time. Parent shall comply with the terms of all such Company Warrants.
Assumption of Company Warrants. At the Effective Time, (a) each warrant to purchase a share or shares of Company Common Stock outstanding immediately prior to the Effective Time (each, a “Company Warrant”) shall become a warrant entitling the holder thereof to purchase the number of shares of Parent Class A Stock such holder would have received pursuant to Section 2.3 of this Agreement had such holder exercised such Company Warrant immediately prior to the Effective Time, rounded up to the nearest whole share of Parent Class A Stock, and all references in any Company Warrant to the Company shall be deemed to be a reference to Parent, where appropriate, and (b) Parent shall assume all obligations of the Company with respect to the Company Warrants and shall cause the Company Surviving Corporation to deliver any notices to the holders of Company Warrants as may be required pursuant to the terms thereof. Other than as set forth in the preceding sentence, each Company Warrant shall be subject to the same terms and conditions applicable to such Company Warrant immediately prior to the Effective Time.
Assumption of Company Warrants. Parent shall treat warrants to purchase Company Capital Stock as granting the holder thereof an equivalent right to purchase or receive for each share of Company Capital Stock subject to such warrants immediately prior to the Effective Time, the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the "Assumed Warrants"). After the Effective Time, the Assumed Warrants shall be exercisable upon the same terms and conditions as were applicable to the Company Warrants immediately prior to the Effective Time, except that (i) each Assumed Warrant will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Assumed Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded to the nearest whole number of shares of Parent Common Stock (with .5 being rounded down), and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Assumed Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded to the nearest whole cent (with .5 being rounded down). Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery following the exercise of the Assumed Warrants.
Assumption of Company Warrants. At the Effective Time, ------------------------------ each outstanding Company Warrant will be assumed by Parent in connection with the Merger. Each Company Warrant so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in Company Warrant immediately prior to the Effective Time, except that (i) each Company Warrant will be exercisable for (A) that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (B) cash equal to the Per Share Cash Amount multiplied by the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.
Assumption of Company Warrants. At the Effective Time of the Merger, each outstanding warrant or option to purchase Company Stock (each a “Company Warrant”), shall by virtue of the Merger be assumed by Public FAI and each employee stock incentive plan of the Company under which any Company Warrant may be granted (the “Company Plans”) shall by virtue of the Merger be assumed by Public FAI. Each Company Warrant so assumed by Public FAI will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to the Effective Time of the Merger and will be exercisable for that number of shares of Public FAI Common Stock equal to the number of Company Stock that were issuable upon exercise of such Company Warrant immediately prior to the Effective Time of the Merger and (ii) the per share exercise price for the shares of Public FAI Common Stock issuable upon exercise of such assumed Company Warrant will be equal to the exercise price that would have been paid prior to the Effective Time of the Merger if the Company Warrant were exercised in full prior to the Effective Time of the Merger. Public FAI shall comply with the terms of all such Company Warrants and Company Plans. Public FAI shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Public FAI Common Stock for delivery upon exercise of all Company Warrants outstanding at the Effective Time of the Merger on the terms set forth in this Section 2.03 and all other shares of Public FAI Common Stock issuable under the Company Plans.
Assumption of Company Warrants. At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume all Company Warrants that have not theretofore expired or been cancelled or exercised, with the result that all obligations of the Company under the Company Warrants shall be obligations of Parent following the Effective Time; except that following the Effective Time, each outstanding Company Warrant shall no longer be exercisable for shares of Company Capital Stock, but shall be exercisable solely for the type and amount of consideration into which the shares of Company Capital Stock subject to such Company Warrant shall have been converted pursuant to this Agreement, in each case upon compliance with the terms thereof (including payment to Parent or the Company of the exercise price thereunder) and the applicable terms of this Agreement.
Assumption of Company Warrants. At the Closing, (i) each Company Warrant outstanding immediately prior to the Closing shall be assumed by Parent, and (ii) each such Company Warrant shall be converted into the right to receive Parent Series A-2 Preferred Stock in accordance with the provisions set forth below:
