Common use of Warrant Consideration Clause in Contracts

Warrant Consideration. In the event of the consummation of the ▇▇▇ Acquisition, the Company and the Holder hereby acknowledges and agrees that the Holder shall: (a) within thirty (30) days of the public announcement of the ▇▇▇ Acquisition pursuant to a preliminary proxy statement filed on Schedule 14A with the Securities and Exchange Commission, but in no event later than one (1) Business Day prior to the consummation of the ▇▇▇ Acquisition, with respect to all outstanding Warrant Shares issuable upon the exercise of the Warrant immediately prior to the consummation of the ▇▇▇ Acquisition, at the Holder’s election, either: (i) exercise the Warrant with respect to all such Warrant Shares and receive, at the closing of the ▇▇▇ Acquisition, the corresponding Merger Consideration to be paid in accordance with Section 2.05 of the Merger Agreement and the Contingent Value Rights Agreement, to be entered into in connection with the ▇▇▇ Acquisition by and between Parent and a rights agent selected by Parent and reasonably acceptable to the Company; or 1 NTD: Include Section 5(l) for each of the Series 1, Series 2, August and November Warrants. Include Section 9 for the Series A Warrants. Include Section 10 for the Bridge Warrants. 2 NTD: Individual holder consent is required to amend each of the Series A and Bridge Warrants. Consent of a majority of the holders is required to amend each of the Series 1, Series 2, August and November Warrants. (ii) elect that the Company purchase, at the closing of the ▇▇▇ Acquisition, the Warrant for an amount in cash equal to the Black Scholes Value (the “Black Scholes Consideration”); provided, that to the extent that the Holder has not exercised the Warrant in accordance with clause (i) above, the Holder shall be deemed to have elected to receive the Black Scholes Consideration; (b) irrevocably and unconditionally relinquish and waive any right, option or election pursuant to the Warrant (i) to exchange the Warrant for any securities in any acquiring corporation, the Company (other than a valid exercise prior to the closing of the ▇▇▇ Acquisition) or in any Successor Entity, (ii) to have any Successor Entity assume in writing or otherwise any or all of the obligations of the Company under the Warrant (other than the payment of the Merger Consideration or Black Scholes Consideration which will remain an obligation of the Company pursuant to Section 2), (iii) to have any Successor Entity deliver a security of such Successor Entity, or (iv) to have any Successor Entity succeed to, and be substituted for, the provisions of the Warrant referring to the “Company” or to have any Successor Entity added to the term “Company” under the Warrant; and (c) irrevocably and unconditionally (i) waive any right to receive notice under Section [3(f)(ii) / 8 / 9] of the Warrant in connection with the ▇▇▇ Acquisition and (ii) release, and forever disclaim all real or perceived claims, demands, causes of action, obligations, liabilities, damages, losses, agreements, promises, rights, controversies, cost, or expenses of any kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent against the Company or any Successor Entity, to which ▇▇▇▇▇▇ is entitled, or at any time prior hereto may have had against the Company or any Successor Entity, resulting from such right to receive notice.