Options; Warrants Sample Clauses

Options; Warrants. Each option, warrant or other right to purchase shares of Delaware Common Stock, which are outstanding at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option, warrant or right to purchase one share of Nevada Common Stock at an exercise or purchase price per share equal to the exercise or purchase price applicable to the option, warrant or other right to purchase Delaware Common Stock.

Options; Warrants. Except for the Note, restricted share units and options existing as of the date hereof, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. Except for the Existing Security and Permitted Security, no shares of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to Security Interest, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Member or any other person), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Notes shall not result in a right of any holder of any securities of any Group Member to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes shall not obligate any Group Member to issue shares or equivalents thereof or other securities to any person (other than Investor). All issued shares of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ agreements, voting agreements or other similar agreements with respect to any Group Member’s shares to which such Group Member is a party or between or among any of Group Members’ shareholders.

Options; Warrants. (a) At the Effective Time, each In-the-Money Option that is issued and outstanding and vested as of immediately prior to the Effective Time (the “Cashed-Out Options”) shall be cancelled, and in consideration of such cancellation, the Surviving Corporation shall pay as promptly as practicable to such holder an amount in cash equal to the product of (i) the number of Shares for which such Option is exercisable and (ii) the excess of the Gross Per Common Share Merger Consideration over the per Share exercise price of such Option, less any amounts that must be contributed in respect of such Option into the Indemnity Escrow Fund, Adjustment Escrow Fund or Expense Fund, as provided in this Agreement and the Escrow Agreement, as applicable, which contributed amounts will be released at the respective times and subject to the contingencies specified herein and therein (the aggregate consideration to be paid to the holders of Options, subject to adjustment in accordance with Section 2.13, the “Aggregate Option Consideration”). The amounts described in this Section 2.9(a) shall be deemed to have been paid in full satisfaction of all rights pertaining to such Options. At the Effective Time, each Out-of-the-Money Option (whether vested or unvested) as of immediately prior to the Effective Time shall be cancelled without consideration payable therefor and shall be of no further force and effect. (b) At the Effective Time, each In-the-Money Option issued and outstanding that is unvested as of immediately prior to the Effective Time shall be converted into an option to purchase, on the same terms and conditions (including applicable vesting requirements) applicable to such Option under the applicable Option Plan and award agreement in effect immediately prior to the Effective Time, (i) that number of NICE Ordinary Shares, rounded down to the nearest whole share, equal to the product determined by multiplying (A) the total number of shares of Common Stock subject to such Option immediately prior to the Effective Time by (B) the Exchange Ratio, and (ii) at a per-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing (A) the exercise price per share at which such Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. (c) The Warrants shall, as of the Effective Time, be cancelled, terminated and converted into the right to receive, and the Paying Agent shall pay to the former Warrantholders ...

Options; Warrants. (a) Immediately prior to the Effective Time, the Company shall take all actions reasonably necessary so that all Company Stock Options and Warrants to purchase shares of Company Common Stock outstanding on the date hereof under any Option Plan or Warrant Agreement, as the case may be, shall become fully vested and exercisable (whether or not currently exercisable) and, at the Effective Time, each Company Stock Option and each Warrant not theretofore exercised shall be canceled, together with any and all other rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, including, all Company Stock Options. Subject to the following sentence and Section 2.07(i), each holder of a Company Stock Option or a Warrant that is canceled pursuant to the preceding sentence shall be, in respect of each share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be, entitled to a cash payment by the Surviving Corporation in an amount equal to the excess, if any, of (i) the Per Share Amount over (ii) the applicable exercise price per share of Company Common Stock issuable upon the exercise of such Company Stock Option or Warrant, as the case may be. The foregoing cash payment shall be made by the Surviving Corporation to any such holder of Company Stock Options or Warrants upon or as soon as practicable after (A) such holder's surrender of all Company Stock Options and Warrants held by such holder or (B) delivery by such holder of such holder's written agreement or acknowledgement that all Company Stock Options and Warrants held by such holder have been canceled as a result of the Merger in exchange for such cash payment. (b) Prior to the Effective Time, the Company shall take all reasonable actions that are necessary or appropriate to give effect to the transactions contemplated by Section 2.08. Without in any manner limiting the foregoing sentence, prior to the Effective Time, the Company shall use its reasonable best efforts to obtain all necessary Consents from all holders of Company Stock Options and Warrants, to the ext...

Options; Warrants. The Company shall use its best efforts to resolve, in a manner reasonably satisfactory to Merge, any outstanding options and warrants for Shares.

Options; Warrants. (a) As of the Effective Time, the Company warrants that no Convertible Securities shall be issued or outstanding by the Company. (b) As of the Effective Time, the Parent warrants that no Convertible Securities shall be issued or outstanding by the Parent or the Acquisition Corp.

Options; Warrants. Except as contemplated by this Agreement, as of the date hereof, there are no outstanding (i) securities of Newco convertible into or exchangeable for shares of Capital Stock of Newco, (ii) options or other rights to acquire from Newco, or obligation of Newco to issue, any Capital Stock or securities convertible into or exchangeable for Capital Stock of Newco, and (iii) equity equivalents, interests in the ownership or earnings of Newco or other similar rights (collectively, "Newco Securities"). There are no outstanding obligations of Newco to repurchase, redeem, or otherwise acquire any Newco Securities.

Options; Warrants. (a) As of the Effective Time, the Company warrants that no options to purchase Company Common Stock issued by the Company, shall exist, and that further, with the sole exception of Company Preferred Stock and the common stock and warrants issuable upon conversion thereof, no convertible securities or other rights to purchase the Company Common Stock shall exist. (b) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon conversion the Parent Preferred Stock and upon exercise of any warrants issuable thereupon.

Options; Warrants. At the Effective Time, all options and warrants to purchase Company Common Stock then outstanding, whether (i) under the Company's 2000 Stock Incentive Plan (the "Company Stock Option Plan") or option agreements, (ii) pursuant to outstanding warrants or (iii) otherwise, shall be treated in accordance with Section 2.9 of this Agreement.