Exercise and Cancellation of Warrants. 1 (i) Stockholder hereby acknowledges and agrees that, in the event that (A) Stockholder does not exercise all of its Warrants prior to the Acceptance Time and (B) the Acceptance Time occurs, then Stockholder will not exercise any of its Warrants following the Acceptance Time and will take all actions necessary (including entering into an amendment to the terms thereof) to permit the conversion of all such Warrants into cash consideration in connection with the Merger as contemplated by Section 2(b)(ii). (ii) Stockholder hereby acknowledges and agrees that, to the extent that any of Stockholder’s Warrants remain outstanding immediately prior to the Effective Time, whether or not any such Warrant is then exercisable, (a) each such Warrant shall automatically be cancelled or terminated immediately prior to the Effective Time (but subject to the occurrence thereof) and shall cease to represent a right of the holder of such Warrant to acquire Common Stock pursuant to the exercise of such Warrant, and (b) the holder of such Warrant shall be entitled to receive, upon surrender of such holder’s Warrants to the Company, a cash payment equal to the product of (x) the excess, if any, of the Offer Price per share of Common Stock over the exercise price per Share of such Warrant and (y) the number of Shares subject to the exercisable portion of such Warrant, as the sole form of consideration in exchange for surrender of each such Warrant, without interest and subject to any applicable withholding taxes, and (c) Stockholder shall not have any right after the Effective Time under the terms of any of its Warrants to acquire any securities of the Company, Parent, Purchaser or the entity surviving the Merger (or any other capital stock or other assets of any Person). In the event the Offer Price does not exceed the exercise price per Share of any Warrant, such Warrant shall be cancelled without consideration at the Effective Time. (iii) Notwithstanding Section 13(d), in the event the Acceptance Time occurs, this Section 2(b) shall survive the Acceptance Time indefinitely.
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Sources: Tender and Support Agreement (Cougar Biotechnology, Inc.)
Exercise and Cancellation of Warrants. 1
(i) Stockholder hereby acknowledges and agrees that, in the event that (A) Stockholder does not exercise all of its Warrants prior to the Acceptance Time and (B) the Acceptance Time occurs, then Stockholder will not exercise any of its Warrants following the Acceptance Time and will take all actions necessary (including entering into an amendment to the terms thereof) to permit the conversion of all such Warrants into cash consideration in connection with the Merger as contemplated by Section 2(b)(ii).
(ii) Stockholder hereby acknowledges and agrees that, to the extent that any of Stockholder’s Warrants remain outstanding immediately prior to the Effective Time, whether or not any such Warrant is then exercisable, (a) each such Warrant shall automatically be cancelled or terminated immediately prior to the Effective Time (but subject to the occurrence thereof) and shall cease to represent a right of the holder of such Warrant to acquire Common Stock pursuant to the exercise of such Warrant, and (b) the holder of such Warrant shall be entitled to receive, upon surrender of such holder’s Warrants to the Company, a cash payment equal to the product of (x) the excess, if any, of the Offer Price per share of Common Stock over the exercise price per Share of such Warrant and (y) the number of Shares subject to the exercisable portion of such Warrant, as the sole form of consideration in exchange for surrender of each such Warrant, without interest and subject to any applicable withholding taxes, and (c) Stockholder shall not have any right after the Effective Time under the terms of any of its Warrants to acquire any securities of the Company, Parent, Purchaser or the entity surviving the Merger (or any other capital stock or other assets of any Person). In the event the Offer Price does not exceed the exercise price per Share of any Warrant, such Warrant shall be cancelled without consideration at the Effective Time.
(iii) Notwithstanding Section 13(d), in the event the Acceptance Time occurs, this Section 2(b) shall survive the Acceptance Time indefinitely.
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