Treatment of Warrants. At the Effective Time, each warrant to purchase Shares (the “Warrants”) that is issued and outstanding immediately prior to the Effective Time and not terminated pursuant to its terms shall be assumed by Parent and converted into the right to receive cash equal to the product obtained by multiplying (x) the aggregate number of Shares for which such Warrant was exercisable immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration less the per Share exercise price of such Warrant (the “Warrant Consideration”). The Company shall take all necessary actions, including obtaining any required consents from holders of outstanding Warrants necessary to effect such assumption pursuant to the terms of the applicable Warrant. Any payments made pursuant to this Section 2.6 shall be net of all applicable withholding taxes that Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be required to deduct and withhold from the Warrant Consideration under the Code, the rules and regulations promulgated thereunder or any provision of applicable state, local or foreign law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Warrants in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent.
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Samples: Agreement and Plan of Merger (Adeza Biomedical Corp), Agreement and Plan of Merger (Cytyc Corp)
Treatment of Warrants. At the Effective Time, each warrant to purchase Shares (the “Warrants”) that is issued and outstanding immediately prior to the Effective Time and not terminated pursuant to its terms shall be assumed by Parent and converted into the right to receive cash equal to the product obtained by multiplying (x) the aggregate number of Shares for which such Warrant was exercisable immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration less the per Share exercise price of such Warrant (the “Warrant Consideration”). The Company shall take all necessary actions, including obtaining any required consents from holders of outstanding Warrants necessary to effect such assumption pursuant to the terms of the applicable Warrant. Any payments made pursuant to this Section 2.6 2.7 shall be net of all applicable withholding taxes that Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be required to deduct and withhold from the Warrant Consideration under the Code, the rules and regulations promulgated thereunder or any provision of applicable state, local or foreign law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Warrants in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ericsson Lm Telephone Co), Agreement and Plan of Merger (Redback Networks Inc)
Treatment of Warrants. At the Effective Time, each warrant to purchase Shares (the “Warrants”) Warrant that is issued and outstanding immediately prior to the Effective Time and not terminated pursuant to its terms terms, by virtue of the Merger and without any action on the part of the Company, Parent or the holder of any such Warrant, shall be assumed by Parent and converted into the right to receive cash equal to the product obtained by multiplying (x) the aggregate number of Shares for which such Warrant was exercisable immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration less the per Share exercise price of such Warrant (the “Warrant Consideration”), subject in each case to the provisions of the Warrants and applicable law. The Parent and the Company shall take all necessary actionsuse their reasonable commercial efforts to effect the foregoing, including obtaining using their reasonable commercial efforts to obtain any required consents from holders of outstanding Warrants necessary to effect such assumption the foregoing pursuant to the terms of the applicable Warrant. Any payments made pursuant to this Section 2.6 2.5 shall be net of all applicable withholding taxes Taxes that Parent, Purchaser, the Surviving Corporation and or the Paying Agent, as the case may be, shall be required to deduct and withhold from with respect to the Warrant Consideration making of such payments under the Code, the rules and regulations promulgated thereunder or any provision of applicable state, local or foreign law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Warrants in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent, as the case may be.
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