Common use of Company Warrants Clause in Contracts

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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Interface Systems Inc), Merger Agreement (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp)

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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, except for the warrant held by Comdisco, Inc. to purchase 2,250 shares of the Company Common Stock at an exercise price of $18.10 per share pursuant to a Warrant Agreement dated as of July 30, 1993.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tumbleweed Communications Corp), Voting Agreement (Worldtalk Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp)

Company Warrants. At the Effective Time, all warrants to purchase Company Common Stock (the "β€œCompany 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc)

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Company Warrants. At the Effective Time, all warrants (1) Each outstanding Company Warrant to purchase Company Common Stock (the "Company Warrants") then outstanding, whether or not exercisable, shall be assumed by Parent. Each Company Warrant deemed assumed by Parent shall be subject toat the Effective Time, and exercisable uponfrom and after the Effective Time, the same terms and conditions as under the applicable warrant agreement issued thereunder, except that (ai) each assumed such outstanding Company Warrant shall be exercisable for, and represent entitle the right holder thereof to acquire, that acquire the number of shares of Parent Common Stock (rounded down up to the nearest whole sharenumber) equal to determined by multiplying (iA) the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by (iiB) the Exchange Ratio; Ratio and (bii) the exercise price per share of Parent Common Stock subject to each such assumed Company Warrant at and after the Effective Time shall be an amount (rounded up to the nearest one-hundredth of a cent) equal to (iA) the exercise price per share of Company Common Stock subject to such Company Warrant in effect immediately prior to the Effective Time divided by (iiB) the Exchange Ratio (rounded up Ratio. Other than as provided above, each assumed Company Warrant shall be subject to the nearest whole cent). The same terms and conditions as in effect immediately prior to the Effective Time, except that any registration rights provisions of such Company represents Warrants shall be of no further force and warrants that each effect as of the foregoing actions may be taken and effected by the Company without the consent of any holder of Company WarrantsEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)

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