Conversion of Company Options and Warrants Sample Clauses

Conversion of Company Options and Warrants. At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "Company Stock Option") under Company Option Plans, whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for a number of shares of Parent Common Stock equal to that number of shares of Company Common Stock that were subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest whole cent. Each outstanding convertible instrument currently outstanding in Company, including, but not limited to, all other options, warrants and debentures shall be converted into the right to acquire Parent Shares upon the same terms and conditions as specified in those convertible instruments and at the same Conversion Ratio imposed on holders of Company Shares pursuant to the transactions contemplated hereby.
Sample 1
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Conversion of Company Options and Warrants. (a) Effective at the Effective Time, Parent will assume all outstanding options to purchase Company Common Stock (the "Company ------- Options"), and each of the Company Options will by its terms be converted into ------- an option (a "Parent Option") to purchase that number of shares of Parent Common ------------- Stock which equals the number of shares of Company Common Stock that could be purchased pursuant to the Company Option immediately prior to the Effective Time multiplied by the Applicable Number (determined in accordance with Section 1.1.4 hereof), such number of shares being rounded down to the nearest whole share. The exercise price per share of Parent Common Stock purchasable under each Parent Option will be equal to the exercise price per share of Company Common Stock under the corresponding Company Options divided by the Applicable Number, such exercise price being rounded up to the nearest tenth of a cent. All of the other terms and conditions of each Parent Option will be the same in all material respects as the corresponding Company Option, including any right to repurchase shares issued upon exercise of the Company Options. It is the intention of the parties that the Company Options assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent the Company Options qualified as incentive stock options immediately prior to the Effective Time. No cash will be paid in lieu of fractional shares rounded down pursuant to this Section 1.1.3(a).
Sample 1
Conversion of Company Options and Warrants. At the Effective Time of the Merger, each option (granted by Company or, in the case of stock options (or warrants) of acquired entities, assumed by Company) to purchase shares of Company Common Stock under any stock option plan (collectively, the “Company Stock Option Plans”) which is outstanding and unexercised immediately prior to the Effective Date of the Merger (each, a “Company Stock Option”), shall cease to represent a right to acquire shares of the Company Common Stock and shall be converted automatically into an option to purchase shares of Xxxxx Fargo Common Stock (each, a “Substitute Option”) in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plans).
Sample 1
Conversion of Company Options and Warrants. Each Company Option and each Company Warrant issued and outstanding immediately prior to the Effective Time shall be terminated and shall be automatically converted into and represent the right to receive the consideration set forth in Section 2.11.
Sample 1
Conversion of Company Options and Warrants. Except for Warrants issued pursuant to the Company SPA that also include warrants to purchase units issued to the placement agent and a finder, as described within the Company SPA and its Schedules (collectively, all of such warrants issued to investors, the placement agent and the finder being referred to herein as the “SPA Warrants”) and the warrants described in paragraph 2(d)(iv) above (the “Extant Company Warrants”), the Merger Consideration gives effect to all outstanding Company Options, Warrants and other rights held by any person to acquire Company Shares. At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a “Company Stock Option”) under Company Option Plans, whether or not vested, shall have been exercised or otherwise terminated. Other than the SPA Warrants and the Extant Company Warrants, Parent shall assume no Company Stock Option by virtue of the Merger. Each of the outstanding SPA Warrants and each of the outstanding Extant Company Warrants shall be converted into the right to acquire Parent Shares upon the same terms and conditions as specified in the SPA Warrants and in the Extant Company Warrants and at the same Conversion Ratio imposed on holders of Company Shares pursuant to the transactions contemplated hereby.
Sample 1

Related to Conversion of Company Options and Warrants

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub:

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Company Warrants Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

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