Common use of Conversion of Warrants Clause in Contracts

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. Each stock purchase warrant issued (a) In lieu of the payment of the Exercise Price in the manner set forth in Section 2.02, the Holder shall have the right (but not the obligation), to require the Company to convert this Warrant, in whole or in part, into Warrant Shares (the “Conversion Right”) as provided for in this Section 2.03. If so elected by the Surviving Corporation Holder by compliance with the provisions of Section 2.03(b) below, upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price) that number of Warrant Shares equal to the number obtained by (i) subtracting the Exercise Price for one Warrant Share under the terms of this Warrant from the Current Market Price (as defined in Section 2.03(c) below) of one Warrant Share at the time the Conversion Right is exercised; (ii) multiplying the difference obtained in (i) by the number of Warrant Shares as to which this Warrant is exercisable or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised; and (iii) dividing the product obtained in (ii) by the Current Market Price of one Warrant Share at the time the Conversion Right is exercised. (b) The Conversion Right provided under this Section 2.03 may be exercised, in whole or in part, at any time and from time to time, while any Warrants remain outstanding. In order to exercise the Conversion Right, the Holder shall surrender to the Company, at its offices, this Warrant with the Cashless Exercise Form, a copy of which is attached hereto, duly executed. The presentation and surrender shall be deemed a waiver of the Holder’s obligation to pay all or any portion of the aggregate purchase price payable for the shares of Surviving Corporation Common [Common/Preferred] Stock as to which such Conversion Right is being exercised. This Warrant (collectively, or so much thereof as shall have been surrendered for conversion) shall be deemed to have been converted immediately prior to the "WARRANTS") shall, close of business on the day of surrender of such Warrant for conversion in accordance with its termsthe foregoing provisions. (c) For purposes of this Agreement, be adjusted (an "ADJUSTED WARRANT") to become exercisable for, or exchangeable for a new warrant (on substantially “Current Market Price” shall mean the same terms) that would be exercisable for, the number of shares of Parent Common Stock equal to the Warrant Conversion Number Market Price (as defined below)) on the relevant date, as long as the national securities exchanges or the Nasdaq National Market or other nationally recognized trading system, as applicable, were open for trading on such date; provided, however, that if the national securities exchanges or the Nasdaq National Market or other nationally recognized trading system were not open for trading on such date, it shall mean the Market Price on the most recent date for which such exchanges or markets were open for trading; and further provided, that if no [Common/Preferred] Stock is then listed or admitted to trading on any national securities exchange or the Nasdaq National Market or other nationally recognized trading system, or quoted in the over-the-counter market, the Current Market Price shall be the Market Price on such date. The exercise price “Market Price” shall mean the amount per share of [Common/Preferred] Stock equal to (a) the average of the high and low sales prices of such [Common/Preferred] Stock on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchanges on which such shares of [Common/Preferred] Stock are then listed or admitted to trading; or (b) if such shares of [Common/Preferred] Stock are not then listed or admitted to trading on any Adjusted Warrant national securities exchange, but are designated as a national market system security by the NASD, the average of the high and low trading prices of the shares of [Common/Preferred] Stock on such date; or (c) if there shall have been no trading on such date or if the "ADJUSTED EXERCISE PRICE"shares of [Common/Preferred] Stock are not so designated, the average of the closing bid and asked prices of the shares of [Common/Preferred] Stock on such date as shown by the NASD automated quotation system; or (d) if such shares of [Common/Preferred] Stock are not then listed or admitted to trading on any national exchange or the Nasdaq National Market or other nationally recognized trading system, or quoted in the over-the-counter market, the amount most recently determined by the Company’s Board of Directors to represent the fair market value per share of the [Common/Preferred] Stock (including, without limitation, a determination for purposes of granting [Common/Preferred] Stock options or issuing [Common/Preferred] Stock under an employee benefit plan of the Company), and, upon request of the Holder, the Board of Directors (or a duly authorized representative thereof) shall be an amount equal to promptly notify the exercise price Holder of the Warrant related Market Value per share of [Common/Preferred] Stock; notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to such Adjusted Warrant as of the date of this Agreement divided exercise, then (A) the Board of Directors shall make a determination of the Market Value per share of [Common/Preferred] Stock within 15 days of a request by the Exchange Ratio. The "WARRANT CONVERSION NUMBER" for any Adjusted Warrant shall be equal to Holder that it do so, and (B) the number of shares purchasable pursuant to the Warrant related to such Adjusted Warrant as of the date conversion 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 Warrant pursuant to this Article IIISection 2.03 shall be delayed until such determination is made.

Conversion of Warrants. Each stock purchase warrant issued (a) On any Business Day on or prior to the Expiration Time, a Holder may convert a Warrant, in whole or in part, into Warrant Shares by delivering to the Surviving Corporation to purchase Company such Warrant accompanied by a properly completed Conversion Form. The number of shares of Surviving Corporation Common Stock to be received by a Holder upon such conversion shall be equal to (collectively, a) the number of Warrant Shares allocable to the portion of the Warrant being converted (the "WARRANTSAllocable Number"), as specified by such ---------------- Holder in the Conversion Form less (b) 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 obtained by (i) ---- multiplying the Allocable Number by the Exercise Price and (ii) dividing the product obtained in (i) by the Market Price as of Parent Common Stock equal to the Warrant Conversion Number Delivery Date (as defined below). The exercise price Allocable Number need not be a whole number, but in the case of any Adjusted partial conversion of a Warrant under this Section 4.2, the Allocable Number shall be determined so that the number of Warrant Shares to be issued in such conversion shall be a whole number only. (b) Immediately before the expiration of the Warrants, to the extent the Warrants have not previously been exercised and the Market Price of one share of the Warrant Shares issuable upon exercise of the Warrants is greater than the Exercise Price per share, the Warrants automatically shall be, and shall be deemed to have been, converted in accordance with Section 4.2(a) hereof (even if not surrendered) as of the Business Day immediately preceding their Expiration Date. To the extent the Warrants or any portion thereof are deemed converted pursuant to this Section 4.2(b), the Company shall notify the Holders, within ten (10) Business Days after the Expiration Date of the Warrants (or if the Warrant Shares are not Publicly Traded on the Business Day immediately preceding their Expiration Date, within ten (10) Business Days after the determination of the Valuation Amount of the Warrant Shares pursuant to the Valuation Procedure), of the number of Warrant Shares the Holder is to receive by reason of such automatic conversion, provided, however, that in no case may any voting securities to be issued to the Initial Holders upon such conversion, when aggregated with any other voting securities of the Company held by the Initial Holders or their Affiliates, exceed 5% of the class of such securities on an undiluted basis, if holdings in excess of 5% would, in the reasonable opinion of the Initial Holders, give rise to a regulatory problem. If the Warrant Shares otherwise issuable to the Initial Holders upon such automatic conversion would cause the aggregate number of voting securities held by the Initial Holders and their Affiliates to exceed 5% of the class of such securities and to give rise to a regulatory problem, (i) the number of voting securities to be so issued shall be the number (the "ADJUSTED EXERCISE PRICEAutomatic Conversion Number") obtained by subtracting --------------------------- the aggregate amount of voting securities of the Company otherwise held by the Initial Holders and their Affiliates from the number constituting 5% of the then issued and outstanding shares of such voting securities, and (ii) the Company shall be an amount equal use its best efforts to amend its articles of incorporation, on or prior to the exercise price thirtieth Business Day following the Expiration Date 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 Warrants (or if the number of shares purchasable pursuant to the Warrant related to such Adjusted Warrant as of the date of this Agreement multiplied Shares has been determined by the Exchange Ratio. As of the Effective TimeValuation Procedure, 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 on or instruments previously evidencing such shares of Surviving Corporation Common Stock outstanding immediately prior to the Effective Time thirtieth Business Day following the completion of the Valuation Procedure), to provide for a class of non-voting security which, but for the absence of voting rights, shall cease have the same dividend, liquidation and other rights and privileges as the Warrant Shares. Within five Business Days of the acceptance and filing of such amendment by the Secretary of State for the state in which the Company is then incorporated, the Company shall issue 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 Initial Holders a certificate representing for 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 number of such nonvoting securities obtained by subtracting the Automatic Conversion Number from the Warrant Shares. The Company shall issue to the Holders certificates for the Warrant Shares issued upon automatic conversion in accordance with Section 4.3, although the provisions Company may condition receipt of this Article III, without interest. No fractional shares the certificate upon surrender of Parent Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant the Warrants to this Article IIIthe Company.