Closing Warrant Consideration definition
Examples of Closing Warrant Consideration in a sentence
The Payment Agent will, no later than the later of (i) the Closing Date or (ii) five (5) Business Days after receipt of a properly surrendered Company Preferred Stock Warrant and delivery of a duly completed and executed Warrant Termination Agreement, cause the payment of the Closing Warrant Consideration to be made to the holder of such Company Preferred Stock Warrant by wire transfer of immediately available funds to the account designated by such holder in the Warrant Termination Agreement.
Please deliver the cash portion of the Closing Warrant Consideration for the Warrant as directed in Part A below.
The Exchange Agent shall cause such portion of the Merger Consideration (x) to be held for the benefit of holders of Company Capital Stock, Vested Company Options and Vested Company Warrants and (y) to be applied promptly to making the payments of the Per Share Closing Merger Consideration, Per Share Closing Option Consideration and Per Share Closing Warrant Consideration, as the case may be, to such holders.
Please deliver the share portion of the Closing Warrant Consideration for the Options to which the undersigned is entitled to receive as directed in Part B below in accordance with the Allocation Election made by the undersigned in Part B below.
Each Warrant outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time and each holder thereof shall have the right to receive, in respect of each share of Company Common Stock underlying such Warrant, an amount in cash, without interest, equal to (i) the Closing Warrant Consideration Per Share applicable to such Warrant minus (ii) amounts deducted in accordance with Sections 2.4 and 2.5.
Please deliver the share portion of the Closing Warrant Consideration for the Options to which the undersigned is entitled to receive as directed in Part A below in accordance with the Allocation Election made by the undersigned in Part A below.
Subject to execution and delivery of this Letter of Transmittal, the undersigned’s compliance with the provisions herein, and in accordance with the terms and conditions of the Merger Agreement the Company shall deliver to the undersigned the cash portion of the undersigned’s Closing Warrant Consideration.
To receive the Closing Warrant Consideration as set forth in the Merger Agreement (and upon release, the undersigned’s Proportionate Share of the Escrow Amount) for the Warrant, the undersigned must complete, sign and deliver this Letter of Transmittal and the enclosed Form W-9 (or the applicable Form W-8 in the case of non-U.S. persons), together with the other documents required by this Letter of Transmittal, to the address set forth above.
In addition, Interland shall issue and hold the Stock Consideration and Warrant Consideration, as reduced by the Indemnity Escrow and Net Debt Shortfall Escrow pursuant to Section 2.3 below (such net amount being the "Closing Stock Consideration" and "Closing Warrant Consideration", respectively), in the names of the stockholders entitled to receive such Stock and Warrant Consideration as specified in Section 2.2 below (the "Exchange Securities").
Please deliver the share portion of the Closing Warrant Consideration for the Warrant as directed in Part B below in accordance with the Allocation Election made by the undersigned in Part B below.