Company Warrants. The Company will take all necessary and appropriate action so that, at the Effective Time, each of the Company Warrants that is not an In-the-Money Company Warrant, to the extent not previously exercised for shares of Company Capital Stock by the holder thereof, will be canceled and extinguished without the right to receive any consideration therefor, and each of the Company Warrants that is an In-the-Money Company Warrant will be canceled and extinguished and automatically converted into and represent the right to receive (without interest) a cash payment in an amount equal to (i) (A) the aggregate number of shares Company Capital Stock subject to such Company Warrant, multiplied by (B) the Per Share Closing Merger Consideration applicable to such Company Capital Stock and as set forth on the Payment Schedule (the “Closing Warrant Payout Amount”), (ii) the Applicable Share of any Company Securityholder Distribution and (iii) in the event that any Milestone Consideration Payment becomes due pursuant to the terms of this Agreement, with respect to such Milestone Consideration (A) the aggregate number of shares Company Capital Stock subject to such Company Warrant, multiplied by (B) the Per Share Milestone Consideration applicable to such Company Capital Stock and as set forth on the Payment Schedule delivered by the Stockholders’ Representative prior to the payment of the applicable Milestone Consideration in accordance with Section 6.11 (the “Milestone Warrant Payout Amount”). Within one (1) Business Day after the execution and delivery of this Agreement, the Company will deliver to each holder of Company Warrants a notice in substantially the form attached hereto as Exhibit B (which notice shall correspond with the shares of Company Capital Stock subject to such Company Warrant) (as applicable, a “Warrant Consent”) regarding the Merger and the other transactions contemplated hereby. Promptly after execution and delivery of this Agreement, but in any event prior to the Closing, the Company will deliver to Parent a Warrant Consent duly executed by the holder of each Company Warrant outstanding as of immediately prior to the Effective Time.
Company Warrants. (a) All warrants to purchase shares of Company Common Stock, excluding any warrants to purchase shares of Company Common Stock held directly by Parent (the "Company Warrants") outstanding at the Effective Time shall remain outstanding following the Effective Time. At the Effective Time, the Company Warrants shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed by Parent. From and after the Effective Time, all references to the Company in the applicable warrant agreements pursuant to which such Company Warrants were issued (the "Company Warrant Agreements") shall be deemed to refer to Parent, which shall have assumed the Company Warrants and Company Warrant Agreements as of the Effective Time by virtue of this Agreement and without any further action. Each Company Warrant assumed by Parent (each, a "Substitute Warrant") shall be exercisable upon the same terms and conditions as under the applicable Company Warrant Agreements, except that (A) each such Substitute Warrant shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock (rounded downward to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Warrant multiplied by the Exchange Ratio; and (B) the exercise price per share of Parent Common Stock shall be an amount equal to the exercise price per share of Company Common Stock subject to such Company Warrant in effect immediately prior to the Effective Time divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded upward to the nearest full cent). Such Substitute Warrants shall otherwise be subject to the same terms and conditions as such Company Warrants. For illustrative purposes only, if, immediately prior to the Effective Time, a holder owns 100 Company Warrants, each of which represents the right to acquire one (1) share of Company Common Stock at an exercise price of $0.50 per share of Company Warrant, at the Effective Time such holder's Company Warrants shall be converted into eight (8) Substitute Warrants, each of which will represent the right to acquire one (1) share of Parent Common Stock at an exercise price of $5.75 per share of Parent Common Stock.
Company Warrants. At the Effective Time, Parent shall assume each Company Warrant in accordance with the terms (as in effect as of the date hereof) of such Company Warrant (except to the extent that a holder of a Company Warrant has elected to require the Company to repurchase such Common Warrant in accordance with its terms). From and after the Effective 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 Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding to the nearest whole share, (iii) the per share exercise price under each such Company Warrant shall be equal to the per share exercise price under such Company Warrant divided by the Exchange Ratio, rounding to the nearest cent and (iv) any restriction on the exercise of any Company Warrant shall continue in full force and effect and the term, exercisability and other provisions of such Company Warrant shall otherwise remain unchanged. The Company shall take all action that may be necessary (under the Company Warrants and otherwise) to effectuate the provisions of this Section 1.6 and to ensure that, from and after the Effective Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided herein.
Company Warrants. If permitted under the terms of the applicable governing instruments, the Company shall take all necessary action such that, at the Effective Time, each holder of an outstanding warrant to purchase shares of Common Stock (collectively, the "Company Warrants") shall have the right to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of such Company Warrant, an amount per share equal to the excess of the Merger Consideration over the exercise price per share of such Company Warrant; provided, however, that to the extent the foregoing is not permissible under the terms of any such Company Warrant, each such Company Warrant shall, at the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Time, the aggregate Merger Consideration that the holder of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will have the right to receive shares of common stock of the Surviving Corporation upon the exercise of any Company Warrant.
Company Warrants. At the Effective Time, the holder of each Common Share Warrant and Series B Share Warrant (each as defined in Section 4.03) shall be entitled to receive, and shall, upon surrender of such Warrant to Purchaser for cancellation, receive, in settlement and cancellation thereof, an amount of cash equal to the product of (x) the excess, if any, of the aggregate amount which the holder of such Warrant would be entitled to receive pursuant to Section 3.06 in respect of the Shares or Series B Shares issuable upon exercise of such Warrant if such Warrant were exercised immediately prior to the Effective Time with respect to all Shares or Series B Shares remaining to be exercised thereunder over the aggregate exercise price of each such Warrant with respect to all Shares or Series B Shares remaining to be exercised thereunder, and (y) the number of Shares or Series B Shares, as the case may be, remaining to be exercised under such Warrant, which payment shall be made to each such Warrant holder as soon as practicable after the Effective Time. The Company shall take all necessary action to effect the disposition of the Common Share Warrants and the Series B Share Warrants as contemplated by this Section 3.08. Upon surrender of such Warrants by the holders thereof, any Common Share Warrant or Series B Warrant not surrendered for cancellation as provided above shall survive the Merger and shall become a warrant to receive, upon payment of the exercise price provided for therein, an amount of cash based on the Per Share Amount (plus, in the case of the Series B Warrants, the liquidation preference set forth in the Certificate of Designation) in accordance with the merger adjustment provisions of each such Warrant.
Company Warrants. Each outstanding warrant to purchase shares of Company Common Stock will, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be treated as follows:
Company Warrants. At the Effective Time, all warrants to purchase Company Common Stock (the "Company Warrants") then outstanding, whether or not exercisable, shall be assumed by Parent. Each Company Warrant assumed by Parent shall be subject to, and exercisable upon, the same terms and conditions as under the applicable warrant agreement issued thereunder, except that (a) each assumed Company Warrant shall be exercisable for, and represent the right to acquire, that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; and (b) the exercise price per share of Parent Common Stock subject to each assumed Company Warrant shall be an amount equal to (i) the price per share of Company Common Stock subject to such Company Warrant in effect immediately prior to the Effective Time divided by (ii) the Exchange Ratio (rounded up to the nearest whole cent). The Company represents and warrants that each of the foregoing actions may be taken and effected by the Company without the consent of any holder of Company Warrants.
Company Warrants. Each Company Warrant, whether vested or unvested, shall, without any further action on the part of any holder thereof, be cancelled and extinguished and shall not be assumed by Acquirer in the Merger.
Company Warrants. “Company Warrants” shall mean all warrants to acquire shares of Company Common Stock from the Company.
Company Warrants. 23 Section 3.10
