Conversion of Warrants Clause Samples

Conversion of Warrants. Simultaneously with the repurchase of the Series C Preferred Stock as set forth in paragraph 1, the Series C Warrants shall be cancelled and shall cease to be outstanding and will be exchanged for an aggregate of 600,000 shares of Common Stock, to be issued pro rata based on the number of Series C Warrants held. The holders of the shares of Common Stock for which the Series C Warrants are exchanged shall have the same registration rights as such holders had under the agreement dated as of September 10, 1996 between such holders and the Company, with respect to shares of Common Stock for which the Series C Warrants were exercisable.

Conversion of Warrants. Each stock purchase warrant issued by the Surviving Corporation to purchase shares of Surviving Corporation Common Stock (collectively, the "WARRANTS") shall, in accordance with its terms, be adjusted (an "ADJUSTED WARRANT") to become exercisable for, or exchangeable for a new warrant (on substantially the same terms) that would be exercisable for, the number of shares of Parent Common Stock equal to the Warrant Conversion Number (as defined below). The exercise price of any Adjusted Warrant (the "ADJUSTED EXERCISE PRICE") shall be an amount equal to the exercise price of the Warrant related to such Adjusted Warrant as of the date of this Agreement divided by the Exchange Ratio. The "WARRANT CONVERSION NUMBER" for any Adjusted Warrant shall be equal to the number of shares purchasable pursuant to the Warrant related to such Adjusted Warrant as of the date of this Agreement multiplied by the Exchange Ratio. As of the Effective Time, all such shares of the Surviving Corporation Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and the holders of certificates or instruments previously evidencing such shares of Surviving Corporation Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided herein or by law. Each certificate previously representing the Surviving Corporation Common Stock shall thereafter represent the right to receive a certificate representing the shares of Parent Common Stock into which the Surviving Corporation Common Stock was converted in the Merger. Such certificates previously representing shares of the Surviving Corporation Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of this Article III, without interest. No fractional shares of Parent Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to this Article III.

Conversion of Warrants. At the Effective Time (except as set forth under Section 2.6.5), each of the then outstanding Warrants ("BIZ Warrants") to purchase BIZ Common Stock will, by virtue of the Merger and without any further action on the part of any holder, be converted into a Warrant (collectively, the "Assumed Warrants") to purchase that number of shares of Litronic Common Stock determined by multiplying the number of shares of BIZ Common Stock subject to the BIZ Warrants at the Effective Time by the Exchange Ratio, at an exercise price per share of Litronic Common Stock equal to the exercise price per share of the BIZ Warrant immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest whole cent. If the foregoing calculation results in an Assumed Warrant being exercisable for a fraction of a share of Litronic Common Stock, then the number of shares of Litronic Common Stock subject to that warrant will be rounded to the nearest whole number of shares.

Conversion of Warrants. All warrants to purchase Company Shares issued and outstanding at the Closing of the Merger, as set forth in the attached Exhibit F (“Company Warrants”) will, by virtue of the Merger and without any action on the part of Shell, Company or the holders of the Warrants, be converted into and will become warrants to purchase Shell Shares (“Shell Warrants”) as part of the Conversion Ratio, on the same terms and conditions as those set forth in Exhibit F.

Conversion of Warrants. All warrants to purchase Company Shares issued and outstanding at the Closing will, by virtue of the Merger and without any action on the part of CTHE, Company or the holders of the warrants, be converted into and will become warrants to purchase an equal number of CTHE Shares on the same terms.

Conversion of Warrants. 6.2.1 AK Cleemann undertakes to convert all of its Warrants into Muuto Holding Shares before Closing, in order for these newly issued Muuto Holding Shares to be included as part of the Sale Shares, and the other Sellers undertake to take any action within their power which may be necessary for the due conversion of the Warrants into Muuto Holding Shares.

Conversion of Warrants. Pursuant to Section 3.6(c) of the Business Combination Agreement, each Warrant that is outstanding immediately prior to the Second Merger Effective Time (as defined in the Business Combination Agreement) shall cease to represent a right to acquire the number of SPAC Class A Shares set forth in such Warrant and shall be converted at the Second Merger Effective Time into a right to acquire that number of Pubco Ordinary Shares equal to (i) the number of SPAC Class A Shares set forth in such Warrant multiplied by (ii) the Exchange Ratio (as defined in the Business Combination Agreement) on substantially the same terms as were in effect immediately prior to the Second Merger Effective Time under the terms of the Existing Warrant Agreement.

Conversion of Warrants. Subject to the terms and conditions of this Agreement and notwithstanding anything to the contrary in the 2023 Agreement, the Warrants are hereby converted into to that number of shares (“Conversion Shares”) stipulated in Annex A.

Conversion of Warrants. (i) At the Effective Time, all warrants to purchase Company Common Stock then outstanding (individually, an “Outstanding Company Warrant,” and collectively, the “Outstanding Company Warrants”), by virtue of the Merger and without any action on the part of the holder thereof, shall be assumed by Parent in accordance with this Section 2.01. (ii) At the Effective Time, each Outstanding Company Warrant will be assumed by Parent without further action by the holder thereof. Each such Outstanding Company Warrant so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the agreements which govern the Outstanding Company Warrant in existence immediately prior to the Effective Time, except that each such Outstanding Company Warrant will be converted into a warrant to purchase that number of shares of Parent Common Stock calculated by multiplying such Outstanding Company Warrant by the Exchange Ratio and rounding to the nearest whole share of Parent Common Stock. The per-share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Outstanding Company Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Outstanding Company Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. (iii) Parent shall reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Outstanding Company Warrants assumed by Parent under this Agreement.