Common use of Terms of Warrants; Exercise of Warrants Clause in Contracts

Terms of Warrants; Exercise of Warrants. Subject to --------------------------------------- the terms of this Agreement, the Warrant Holders shall have the right, which may be exercised commencing on or after the Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on July 7, 2003 (the six month anniversary of the Exercisability Date) (the "Expiration Date"), to receive from --------------- the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 29,720,177 Warrant Shares (in the aggregate) (with each Warrant being exercise able for 0.416667 Warrant Shares) in the event the Adjustment Event has not occurred prior to such time or (b) 17,832,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.250000 Warrant Shares) in the event the Adjustment Event has occurred prior to such time. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of the Expiration Date. If applicable, dividends and other distributions will be made upon exercise of the Warrants as set forth in Section 14 hereof.

Appears in 3 contracts

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc), Warrant Agreement (Endo Pharmaceuticals Holdings Inc), Warrant Agreement (Endo Pharma LLC)

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Terms of Warrants; Exercise of Warrants. Subject to --------------------------------------- the terms of this Agreement, the Warrant Holders shall have the right, which may be exercised commencing on or after the Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on July 7, 2003 (the six six-month anniversary of the Exercisability Date) (the "Expiration Date"), to receive from --------------- the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 29,720,177 29,920,177 Warrant Shares (in the aggregate) (with each Warrant being exercise able exercisable for 0.416667 Warrant Shares) Shares)/2/ in the event the Adjustment Event has not occurred prior to such time or (b) 17,832,106 17,952,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.250000 Warrant Shares) Shares)/3/ in the event the Adjustment Event has occurred prior to such time. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of the Expiration Date. If applicable, dividends and other distributions will be made upon exercise of the Warrants as set forth in Section 14 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- the terms of this Agreement, the Warrant Holders shall have the right, which may be exercised commencing on or after the Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on July 7, 2003 (the six six-month anniversary of the Exercisability Date) (the "Expiration Date"), to receive from --------------- the Company --------------- (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 29,720,177 29,834,075 Warrant Shares (in the aggregate) (with each Warrant being exercise able exercisable for 0.416667 Warrant Shares) Shares)/2/ in the event the Adjustment Event has not occurred prior to such time or (b) 17,832,106 17,900,445 Warrant Shares (in the aggregate) (with ____________________ /2/ These numbers shall be adjusted in the final Agreement and Warrants in order to reflect that at the Effective Time such aggregate number, when taken together with the shares of Parent Common Stock held by Persons who had been holders of Parent Common Stock immediately prior to the Effective Time, shall equal 80% of the shares of Parent Common Stock on a fully diluted basis (excluding the effect of the Algos Warrants and after giving effect to the Adjustment Event as if it had occurred). each Warrant being exercisable for 0.250000 Warrant Shares) Shares)/3/ in the event the Adjustment Event has occurred prior to such time. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of the Expiration Date. If applicable, dividends and other distributions will be made upon exercise of the Warrants as set forth in Section 14 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Algos Pharmaceutical Corp)

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Terms of Warrants; Exercise of Warrants. Subject to --------------------------------------- the terms of this Agreement, the Warrant Holders shall have the right, which may be exercised commencing on or after the Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on July 7, 2003 (the six six-month anniversary of the Exercisability Date) (the "Expiration Date"), to receive from --------------- the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 29,720,177 29,920,177 Warrant Shares (in the aggregate) (with each Warrant being exercise exercise- able for 0.416667 Warrant Shares) Shares)2 in the event the Adjustment Event has not occurred prior to such time or (b) 17,832,106 17,952,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.250000 Warrant Shares) Shares)3 in the event the Adjustment Event has occurred prior to such time. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of the Expiration Date. If applicable, dividends and other distributions will be made upon exercise of the Warrants as set forth in Section 14 hereof.

Appears in 1 contract

Samples: Warrant Agreement (Endo Pharmaceuticals Holdings Inc)

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