Seller Warrants. This Contract represents a sale by Seller to Buyer on a time price basis and not on a cash basis.
Seller Warrants. (i) Prior to the Initial Payment Time, Seller shall take such actions as it deems necessary or desirable to provide that each Seller Warrant outstanding immediately prior to the Initial Payment Time be cancelled, terminated and extinguished at the Initial Payment Time in exchange for the right to receive the consideration set forth in Section 2.3(c)(ii).
(ii) Pursuant to the terms and subject to the conditions set forth herein and subject to such Seller Warrant Holder’s execution of a Warrant Holder Acknowledgment Agreement in the form of Exhibit H-2 (a “Warrant Holder Acknowledgement Agreement”), at the Initial Payment Time, Seller shall pay to each Seller Warrant Holder an amount in cash per Seller Warrant equal to the result of the product of (A) the aggregate number of shares of Seller Common Stock attributable to such Seller Warrant Xxxxxx’s Seller Warrants as of immediately prior to the US-DOCS\131312541.20 Initial Payment Time, multiplied by (B) the difference between (x) the Per Share Amount minus (y) the applicable strike price per share of such Seller Warrant. A Seller Warrant eligible to receive the payments pursuant to this Section 2.3(d) is referred to herein as an “In-the-Money Seller Warrant.”
(iii) If the strike price per share of any Seller Warrant is equal to or greater than the Per Share Amount (each an “Out-of-the-Money Seller Warrant”), such Seller Warrant shall be cancelled without any cash payment being made in respect thereof.
(iv) Upon the surrender and cancellation of each Seller Warrant in accordance with this Section 2.3(d), each Seller Warrant Holder shall cease to have any rights with respect thereto, except the right to receive from Buyer the consideration payable with respect thereto pursuant to this Section 2.3(d).
(v) Prior to the Initial Payment Time, Seller shall take all actions reasonably necessary to effect the transactions contemplated by this Section 2.3(d), including any actions as may be required under Seller Warrants and any other applicable arrangement of Sellers (whether written or oral, formal or informal), including delivering all notices required thereby. Materials to be submitted to the Seller Warrant Holders in connection with any notice required under this Section 2.3(d) shall be subject to review and comment by Buyer (which comments shall be considered by Seller in good faith), which review shall not be unreasonably withheld, conditioned or delayed. In the event the Closing Seller Warrant Consideration i...
Seller Warrants. Seller shall have delivered to Buyer duly executed Warrant Cancellation Agreements from all holders of Seller Warrants.
Seller Warrants it is the owner of: (a) 100% of all stock of 104 Management, Inc., (b) the general partnership interest of 104 Management, Inc. in Xxxxxxx Management, LP, (c) the limited partnership interest in Xxxxxxx Management, LP, (d) Xxxxxxx Management, LP and by virtue thereof, the general partnership interest in BCIP I (e) Xxxxxxx Management, LP and by virtue thereof, the general partnership interest in BCIP III (f) 100% of the Class B limited partnership interest in BCIP I and (g) 100% of the Class B limited partnership interest in BCIP III; and
Seller Warrants. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, that Seller is the fee owner of the Property or is authorized to execute this document for the fee owner. Seller is not aware of any structural defects or adverse geological or environmental conditions affecting the property and its value. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, at closing, that to the best of Seller’s knowledge, no part of the property is in violation of any existing code, health or safety regulations, and is not involved in any governmental or judicial proceedings. Seller will cure any violation it becomes aware of prior to Closing. Seller warrants, to the best of the Seller’s knowledge and without independent investigation, that any and all financial information does not contain misstatements.
Seller Warrants. Seller warrants that unless excepted herein, Seller has not received notification from any lawful authority regarding any assessments, pending public improvements, repairs, replacements, or alterations to the Property that have not been satisfactorily made. Seller warrants that Seller is the fee owner of the Property or is authorized to execute this document for the fee owner. Seller also represents that, to the best of its knowledge, except as may otherwise be expressly disclosed herein, Seller has not released or disposed of any hazardous or toxic waste, substance or material, including without limitation any asbestos or any oil or pesticides (collectively, “Hazardous Substances”), on or about the Property; has not disposed of or arranged for the disposition of any Hazardous Substances from the Property except in compliance with all applicable federal, state or local laws; and no Hazardous Substances exist on the Property or about the Property that threaten the Property. Seller makes no warranty that the Property is suitable for any particular purpose, nor that the Property is in compliance with the requirements of the Americans with Disabilities Act. THESE WARRANTIES SHALL SURVIVE THE DELIVERY OF THE DEED.
Seller Warrants. Buyer shall pay each holder (each a "Warrantholder") of an outstanding warrant to purchase shares of Seller Common Stock (each, a "Seller Warrant" and collectively with the Seller Options, the "Seller Rights" ) upon surrender of each Warrant, an amount in cash (without interest) equal to the product obtained by multiplying (x) the total number of shares of Seller Common Stock issuable upon the exercise in full of each Seller Warrant held by such Warrantholder by (y) the excess, if any, of the amount of the Per Share Purchase Price over the exercise price per share of Seller Common Stock under such Seller Warrant (with the aggregate amount of such payment rounded down to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. No consideration shall be paid for any Seller Warrant the exercise price per share of Seller Common Stock under which exceeds the Per Share Purchase Price, and each such Seller Warrant shall be cancelled as of the Effective Time.
Seller Warrants. Buyer will receive the Colorado state Rabies education brochure & all relevant treatment records included with their folder of documents pertaining to their puppy at date of transfer. Seller has clear title to the Dog
Seller Warrants. At the Effective Time, all warrants to purchase Seller Common Stock then outstanding (“Seller Warrants”) shall not be assumed and therefore shall be cancelled in accordance with Section 5.5(b).
Seller Warrants. HPIP covenants and agrees that, if the Escrow Agent pays the Escrow Amount to AMID pursuant to Section 2.4(b), HPIP shall cause AMID to duly issue and deliver to the Escrow Agent, on behalf of Seller, the Seller Warrants.
