Company Warrants Sample Clauses

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. 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. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Parties, the Surviving Corporation or any holder of any Company Warrant that is outstanding immediately prior to the Effective Time, each Company Warrant shall be cancelled. Each holder of a Company Warrant who delivers a properly completed and executed Warrant Surrender and Cancellation Agreement in substantially the form as reasonably agreed to by the Parties as set forth in Section 2.20 (a “Warrant Surrender Agreement”), shall be entitled to receive cash in an amount equal to the product of: (i) the excess, if any, of the dollar value of portion of the Merger Consideration payable in respect of a share of Company Preferred Stock (as set forth in the Closing Statement) over the exercise price of such Company Warrant, multiplied by (ii) the number of shares of Company Preferred Stock subject to such Company Warrant (the aggregate amount so payable for all such Company Warrants, the “Warrant Settlement Amount”).
Company Warrants. The Company Board shall adopt such resolutions or take such other actions as may be required (subject at all times to the terms of the applicable warrant instrument(s)) to provide that, at the Effective Time, unless the holder of such Company Warrant otherwise directs, each outstanding Company Warrant shall be canceled and be converted automatically into the right to receive, as soon as practicable after the Effective Time and in any event within five (5) Business Days of the Effective Time, an amount in cash, without interest thereon, determined by multiplying (i) the excess, if any, of the Per Share Amount over the applicable exercise price of such Company Warrants, by (ii) the number of Company Shares subject to such Company Warrants (the “Warrant Consideration”). Payment of the Warrant Consideration shall be subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment. No Company Warrants shall be assumed by Parent.
Company Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders thereof, each unexpired and unexercised Company Warrant outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount of cash equal to (i) the Per Share Merger Consideration multiplied by the number of Company Shares issuable upon the exercise of such Company Warrant, less (ii) the aggregate exercise price of such Company Warrant; such payments to be made without interest and less applicable deductions and withholding at the time of payment (in accordance with and subject to the Israeli Withholding Tax Ruling, if applicable). The amount of cash each holder of Company Warrants is entitled to receive for the Company Warrants held by such holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Warrants held by such holder. The total amount of cash payable for all Company Warrants shall be referred to herein as "Total Warrants Cash Payment". As of the Effective Time, all Company Warrants shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Warrant shall cease to have any rights with respect thereto, except as set forth herein.
Company Warrants. In accordance with the terms set out on the certificates representing the Company Warrants, at and following the Effective Time, each holder of a Company Warrant shall be entitled to receive (and such holder shall accept) upon the exercise of sugh holder’s Company Warrant, for the same aggregate consideration payable thereupon: (i) the Consideration Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder would have been entitled if such holder had exercised such Company Warrant immediately prior to the Effective Time. Each Company Warrant shall continue to be governed by and be subject to the terms of the certificate representing each Company Warrant.
Company Warrants. As of the Effective Time, (i) any warrant to purchase shares of Common Stock or shares of Series F Redeemable Convertible Preferred Stock of the Company (each, a “Company Warrant”) outstanding immediately prior to the Effective Time shall be cancelled and cease to exist, in exchange for the right, in the case of each Company Warrant to purchase shares of Common Stock, to receive a cash payment (without any interest thereon and less any required withholding of Taxes) equal to the product of (A) the excess, if any, of (x) the Merger Consideration, over (y) the per share exercise price of such Company Warrant, multiplied by (B) the number of shares of Common Stock covered by such Company Warrant. The Company shall pay any such cash payment as soon as practicable after the Effective Time. As of the Effective Time, each holder of any Company Warrant shall cease to have any rights in respect thereof, or under any applicable agreement evidencing the issuance of any such Company Warrant except as described in this Section 1.09(c). As of the Effective Time, any Company Warrant for shares of Common Stock with an exercise price per share greater than the Merger Consideration shall be canceled without consideration and be of no further force or effect.
Company Warrants. Each outstanding Company Warrant shall be cancelled, retired and terminated and cease to represent a right to acquire Company Shares, and each holder thereof shall instead have the right to receive from the Purchaser a new warrant for shares of Purchaser Ordinary Shares (each, a “Replacement Purchaser Warrant”). Each Replacement Purchaser Warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Purchaser Public Warrants, except that: (i) the number of Purchaser Ordinary Shares which can be purchased with each Replacement Purchaser Warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) (A) the quotient of (I) the number of As-Converted Company Shares which the Company Warrant had the right to acquire immediately prior to the Effective Time, divided (II) by the number of As-Converted Company Shares outstanding immediately prior to the Effective Time (excluding any Company Securities described in Section 1.8(b)), multiplied by (B) the aggregate number of all Merger Consideration Shares, and (ii) the exercise price for each Replacement Purchaser Warrant shall be equal to (as rounded up to the nearest whole cent) (A) the product of (I) the exercise price of the Company Warrant (in U.S. Dollars), multiplied by (II) the number of As-Converted Company Shares outstanding immediately prior to the Effective Time (excluding any Company Securities described in Section 1.8(b)), divided by (B) the aggregate number of Merger Consideration Shares. The Purchaser shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Replacement Purchaser Warrants remain outstanding, a sufficient number of shares of Purchaser Ordinary Shares for delivery upon the exercise of such Replacement Purchaser Warrants.
Company Warrants. Each warrant to purchase Ordinary Shares that is outstanding immediately prior to the Effective Time (the “Company Warrant”) shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and become, as of the Effective Time, an option (an “Assumed Warrant”) to purchase, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Warrant immediately prior to the Effective Time, shares of Parent Preferred Stock, except that (A) the number of shares of Parent Preferred Stock, subject to such Assumed Warrant shall equal the product of (x) the number of Ordinary Shares that were subject to such Company Warrant immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, and (B) the per-share exercise price shall equal the quotient of (1) the exercise price per Ordinary Share at which such Company Warrant was exercisable immediately prior to the Effective Time, divided by (2) the Exchange Ratio.
Company Warrants. Each Company Warrant, whether vested or unvested, that has a per share exercise price that is less than the Per Share Merger Aggregate Consideration and is outstanding immediately prior to the Effective Time (each, a “Cash-Out Warrant”) shall be cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any applicable withholding, equal to (A) the product of the number of shares of Company Common Stock subject to such Cash-Out Warrant multiplied by the applicable Per Option/Warrant Closing Payment and (B) the applicable Company Holder’s Pro Rata Portion of the Post-Closing Cash Consideration in respect of such Cash-Out Warrant, if and to the extent that any Post-Closing Cash Consideration is payable to the Company Holders pursuant to this Agreement and the Escrow Agreement, and in each case at the times and subject to the terms and conditions of this Agreement. Each Company Warrant that is not a Cash-Out Warrant, whether vested or unvested, shall be cancelled and extinguished at the Effective Time without any present or future right to receive any portion of the Merger Aggregate Consideration or any other consideration.