Options and Warrants Sample Clauses
The "Options and Warrants" clause defines the rights granted to a party to purchase equity in a company at a predetermined price within a specified timeframe. Typically, this clause outlines the terms under which options or warrants can be exercised, including the exercise price, expiration date, and any conditions that must be met before exercise. Its core practical function is to provide a mechanism for investors or employees to acquire ownership interests in the company in the future, thereby incentivizing performance or investment and clarifying the terms of potential equity dilution.
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Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement.
(b) At and after the Effective Time:
(i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and
(ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio.
(c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger).
(d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.
Options and Warrants. 9 3.07 Absence of Certain Changes or Events...............9 3.08
Options and Warrants. (a) At the Effective Time, each option to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.
(b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.
Options and Warrants. An option is the right to buy ("call option") or sell ("put option") a specific asset at a pre-determined time ("time of exercise") or during a pre-determined period for a pre-determined price ("exercise price"). The price of a call or put option is the option premium. Sub-Funds may buy or sell call or put options, provided that the relevant Sub-Fund has the right, in accordance with its investment objective and policy, to invest in the relevant underlyings.
Options and Warrants. At the Effective Time, each option or warrant issued by the Company which is outstanding at that time will become the right to receive a sum in cash equal to (a) the amount, if any, by which the Merger Price exceeds the per share exercise price of the option or warrant, times (b) the number of shares of Common Stock issuable upon exercise of the option or warrant in full. In order to receive the amount to which a holder of an option or warrant is entitled under this Paragraph, the holder must deliver to the Company (i) any certificate or option agreement relating to the option or warrant and (ii) a document in which the holder acknowledges that the payment the holder is receiving is in full satisfaction of any rights the holder may have under or with regard to the option or warrant.
Options and Warrants. (a) Each Company Option will become fully vested and exercisable as of immediately prior to the Effective Time.
(b) Each Company Option and each Company Warrant shall at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, in respect of each share of Company Capital Stock then subject to such Company Option or Company Warrant (as applicable): an amount in cash equal to: (i) the Per Common Share Consideration; less (ii) the exercise price per share of Company Capital Stock subject to such Company Option or Company Warrant (as applicable). If the exercise price payable in respect of a share of Company Capital Stock subject to any Company Option or Company Warrant (as applicable) exceeds the Per Common Share Consideration, the amount payable hereunder shall be zero for such Company Option or Company Warrant (as applicable). Company Options and Company Warrants to purchase Company Capital Stock that are not In-the-Money Options and Warrants shall be cancelled, terminated and extinguished as of the Effective Time in a manner that does not violate applicable law.
(c) At Closing, Purchaser shall pay to Company, for payment through the Company’s payroll system on the first Business Day after the Effective Time to the holders of In-the-Money Options in accordance with Section 3.3(b) (subject to such holder delivering an option cancellation and release agreement in a form reasonably satisfactory to Purchaser, duly executed by such holder), the Aggregate Options Payout Amount, subject to the Indemnification Holdback and Working Capital Holdback in accordance with Section 1.4(a), the deposit of the funds for the Stockholder Representative as set forth in Section 1.5, and all applicable payroll or withholding Taxes.
(d) At Closing, Purchaser shall pay to the Paying Agent, for payment on the first Business Day after the Effective Time to the holders of In-the-Money Warrants in accordance with Section 3.3(b) (subject to such holder delivering a warrant cancellation and release agreement in a form reasonably satisfactory to Purchaser, duly executed by such holder), the Aggregate Warrants Payout Amount, subject to the Indemnification Holdback and Working Capital Holdback in accordance with Section 1.4(a), the deposit of the funds for the Stockholder Representative as set forth in Section 1.5, and all applicable withholding Taxes.
(e) Any installment payments received by a...
Options and Warrants. 4 1.9 Escrow............................................................. 5 1.10 Articles of Incorporation and By-laws............................. 6 1.11
Options and Warrants. 12 2.8. Adjustments....................................................................................13 2.9. Merger Subsidiary Capital Stock................................................................13 2.10. No Further Transfer of Shares.................................................................13 2.11.
Options and Warrants. There shall be no outstanding capital stock (or right, option, warrant or other arrangement to acquire such capital stock) of the Borrower, other than that owned by Holdings.
Options and Warrants. From time to time, the Company may grant to Executive options or warrants to purchase the Company’s common stock. The Company shall enter into an option or warrant agreement for the issuance of such options or warrants in such event.