Treatment of Warrants. At the Effective Time, each warrant to purchase Common Shares that is issued, unexpired and unexercised immediately prior to the Effective Time (the “Company Warrants”) and not terminated pursuant to its terms in connection with the Merger shall be entitled to receive upon the exercise of such Company Warrant a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Common Shares previously subject to such Company Warrant and (ii) the excess, if any, of the Common Consideration over the exercise price per Common Share previously subject to such Company Warrant (such amounts payable hereunder being referred to as the “Warrant Payments”). From and after the Effective Time, any such Company Warrant shall no longer be exercisable by the former holder thereof for any Common Shares or capital stock of the Surviving Corporation, but shall only entitle such holder to the payment of the Warrant Payment upon exercise of such Company Warrant. The Company shall give any necessary notices required under the Company Warrants that are required to consummate the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Clarient, Inc)
Treatment of Warrants. At the Effective Time, each warrant to purchase Common Shares (the “Company Warrants”) that is issued, unexpired and unexercised immediately prior to the Effective Time (the “Company Warrants”) and not terminated pursuant to its terms in connection with the Merger shall be entitled to receive upon the exercise of such Company Warrant a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Common Shares previously subject to such Company Warrant and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Common Share previously subject to such Company Warrant (such amounts payable hereunder being referred to as the “Warrant Payments”). From and after the Effective Time, any such Company Warrant shall no longer be exercisable by the former holder thereof for any Common Shares or capital stock of the Surviving Corporation, but shall only entitle such holder to the payment of the Warrant Payment upon exercise of such Company Warrant. The Company shall will use its reasonable best efforts to give any necessary notices required under the Company Warrants that are required to consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)
