Warrant Cancellation Payment definition

Warrant Cancellation Payment means, with respect to each Warrant, the product of (i) the number of shares of Common Stock subject to such Warrant immediately prior to the Effective Time, multiplied by (ii) (x) the Common Stock Consideration, minus (y) the per share exercise price of the Warrant.

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Warrant Cancellation Payment has the meaning set forth in Section 2.1.4.6 below.

Warrant Cancellation Payment means the dollar amount set forth in the Merger Consideration Allocation Schedule in respect thereof.

Examples of Warrant Cancellation Payment in a sentence

At the Effective Time, each outstanding 2013 Warrant shall become and be converted into the right to receive, upon election of the ▇▇▇▇ ▇▇▇▇▇▇▇ holder, (i) the 2013 Warrant Cancellation Payment with respect to each NUVO 2013 Warrant Share to which such ▇▇▇▇ ▇▇▇▇▇▇▇ relates; or (ii) a Replacement 2013 Warrant Certificate with respect to such ▇▇▇▇ ▇▇▇▇▇▇▇.
Subject to Section 2.1.4.5, Section 2.1.4.7, Section 2.1.4.8 and Section 2.1.4.9, each holder of the Certificates, upon surrender thereof to the Disbursing Agent together with such letter of transmittal (duly executed) and any other required documents of transfer, shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration, the Per Preferred Share Merger Consideration, the Option Cash Payment or the Warrant Cancellation Payment, as the case may be.
The Financing is adequate to pay in full in cash the aggregate Common Stock Consideration, the aggregate Warrant Cancellation Payment and the aggregate Option Cancellation Payment (in each case in accordance with the terms of this Agreement), together with all fees and expenses of Buyer and Merger Sub associated with the transactions contemplated hereby, and to make any other payments necessary to consummate the transactions contemplated hereby.
None of the cash payable pursuant to this Article II, including any Cash Consideration, Option Cancellation Payment, 2013 Warrant Cancellation Payment or payment in lieu of any fractional share of Merchants Common Stock, shall accrue interest thereon prior to disbursement to the NUVO shareholder entitled to such payment.
Each holder of the Certificates, upon surrender thereof to the Disbursing Agent together with such letter of transmittal (duly executed) and any other required documents of transfer, shall be entitled to receive in exchange therefor the Per Share Merger Consideration, the Option Cancellation Payment or the Warrant Cancellation Payment, as the case may be.

More Definitions of Warrant Cancellation Payment

Warrant Cancellation Payment means EUR 490,871,026 (four hundred and ninety million eight hundred and seventy-one thousand and twenty-six euro);

Warrant Cancellation Payment means an amount equal to 70% of the Net Proceeds specified in such Warrant Cancellation Notice (such that the Company retains 30% of the Net Proceeds specified in any Warrant Cancellation Notice), divided between each Investor on a pro rata basis based on such Investor’s initial purchase of Series A Warrants, with the number of Cancelled Warrant Shares for each Warrant Cancellation Notice determined by dividing each Investor’s pro rata Warrant Cancellation Payment by $0.06 (provided, however, that in the event that the applicable Warrant Cancellation Payment to any Investor exceeds the remaining number of outstanding Series A Warrants held by such Investor, then such Investor’s Warrant Cancellation Payment shall be reduced so that it does not exceed $0.06 multiped by the Cancelled Warrant Shares underlying such Investors remaining outstanding Series A Warrants). In consideration of each Warrant Cancellation Payment, the Series A Warrants identified as cancelled in the applicable Warrant Cancellation Notice shall be cancelled by the Company (each such cancellation, a “Warrant Cancellation”) and shall no longer remain outstanding. “Net Proceeds” means the gross proceeds from the sales of the ADSs pursuant to the ATM Offering, less the commissions payable to the placement agent(s) for the ATM Offering, the reimbursement of expenses payable to the placement agent(s), and the Company’s expenses (including its legal counsel and auditors) related to the ATM Offering.

Warrant Cancellation Payment means $175,000.

Warrant Cancellation Payment means a cash payment in the amount of $2.15 (which represents the difference between the per share cash consideration in the merger of $7.15 and the $5.00 per share exercise price of the 2013 Warrants) multiplied by the number multiplied by the number of 2013 Warrants being cancelled.

Warrant Cancellation Payment means the portion of the Purchase Price payable for cancellation of all Warrants.

Warrant Cancellation Payment the meaning set forth in Section 1.3(c)(v).