Common use of Assumption of Company Warrants Clause in Contracts

Assumption of Company Warrants. (a) At the Offer Acceptance Time, to the extent provided for by their terms, each Company Warrant then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume, to the extent provided for by their terms, each such Company Warrant. From and after the Offer Acceptance Time, (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Offer Acceptance Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iii) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest cent, and (iv) any restriction on the exercise of any such Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each Company Warrant assumed by Parent in accordance with this Section 6.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the Offer Acceptance Time. Parent shall comply with the terms of all such Company Warrants. (b) Prior to the Offer Acceptance Time, the Company shall take all action that may be reasonably necessary to effectuate the provisions of this Section 6.4 and to ensure that, from and after the Offer Acceptance Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided in this Section 6.4. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under the Company Warrants assumed in accordance with this Section 6.4.

Assumption of Company Warrants. (a) At the Offer Acceptance Effective Time, each warrant (collectively, the "Company Warrants") to purchase shares of the Company's Common Stock which is outstanding (whether or not then exercisable) as of immediately prior to the extent provided for Effective Time and which has not been exercised or cancelled prior thereto, shall, at the Effective Time, be assumed by their termsParent, each Company Warrant then outstanding subject to the provisions of this Section 1.6(d) (the "Assumed Warrant"). The Assumed Warrants shall be converted into not terminate in connection with the Merger and become rights with respect shall continue to Parent Common Stockhave, and Parent shall assumebe subject to, the same terms and conditions as set forth in the agreements (as in effect immediately prior to the extent Effective Time) evidencing such Warrants, provided for by their terms, each such Company Warrant. From and after the Offer Acceptance Time, that (i) each all references to the Company Warrant assumed by Parent may shall be exercised solely for deemed references to shares of Parent Common Stock, (ii) each Assumed Warrant shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock covered by such Assumed Warrant immediately prior to the Effective Time multiplied by the Merger Exchange Ratio and rounded to the nearest whole number of shares of Parent Common Stock, and (iii) the exercise price per share of Parent Common Stock under such Assumed Warrant shall be equal to the exercise price per share of Company Common Stock under the Assumed Warrant divided by the Merger Exchange Ratio rounded to the nearest cent. Parent shall (A) reserve for issuance the number of shares of Parent Common Stock subject that will become issuable upon the exercise of such Assumed Warrant pursuant to each such Company Warrant shall be equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Offer Acceptance Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iii) the per share exercise price under each such Company Warrant shall be adjusted by dividing the per share exercise price under such Company Warrant by the Exchange Ratio and rounding up to the nearest centthis Section 1.6(d), and (ivB) any restriction on promptly after the exercise Effective Time issue to each holder of any such a Company Warrant shall continue in full force and effect and a document evidencing the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each Company Warrant assumed assumption by Parent in accordance with this Section 6.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to of the Offer Acceptance Time. Parent shall comply with the terms of all such Company Warrants. (b) Prior to the Offer Acceptance Time, the Company shall take all action that may be reasonably necessary to effectuate the provisions of this Section 6.4 and to ensure that, from and after the Offer Acceptance Time, holders of Company Warrants have no rights Company's obligations with respect thereto other than those specifically provided in under this Section 6.4. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares 1.6(d). Shares of Parent Common Stock for delivery under issuable upon exercise of such Assumed Warrants will be covered by the Company Warrants assumed California Permit (as defined in Section 5.1) or the Registration Statement on Form S-4 or pursuant to a resale registration statement in accordance with this Section 6.4the Stock Purchase Agreement, as the case may be.

Assumption of Company Warrants. (a) At the Offer Acceptance Time, to the extent provided for by their terms, each Company Warrant then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume, to the extent provided for by their terms, each such Company Warrant. From and after the Offer Acceptance TimeClosing, (i) each Company Warrant outstanding immediately prior to the Closing shall be assumed by Parent may be exercised solely for shares of Parent Common StockParent, and (ii) the number of shares of Parent Common Stock subject to each such Company Warrant shall be equal converted into the right to receive Parent Series A-2 Preferred Stock in accordance with the provisions set forth below: (a) Each Company Warrant outstanding immediately prior to the number of shares of Closing Date, whether vested or unvested, shall be assumed by Parent. Except as provided in Section 1.7(b), each Company Common Stock Warrant so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as were applicable to such Company Warrant immediately prior to the Offer Acceptance Time multiplied by the Exchange RatioClosing Date, rounding provided that (i) such Company Warrant shall be exercisable for that number of whole shares of Parent Series A-2 Preferred Stock (rounded down to the nearest whole share, number) equal to the product of the number of shares of Company Preferred Stock that were issuable upon exercise of such Company Warrant immediately prior to the Closing Date multiplied by the Preferred Exchange Ratio and (iiiii) the per share exercise price under each for the shares of Parent Series A-2 Preferred Stock issuable upon exercise of such assumed Company Warrant shall be adjusted by dividing equal to the per share exercise price under such Company Warrant by the Exchange Ratio and rounding quotient (rounded up to the nearest whole cent, and (iv) any restriction on of the exercise price per share of any Company Preferred Stock applicable to such Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each Company Warrant assumed by Parent in accordance with this Section 6.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent immediately prior to the Offer Acceptance Time. Parent shall comply with Closing Date, divided by the terms of all such Company WarrantsPreferred Exchange Ratio. (b) Prior to the Offer Acceptance TimeClosing, the Company shall take all action that may be reasonably necessary to effectuate the provisions of this Section 6.4 and to ensure that, from and after the Offer Acceptance Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided in this Section 6.4. (c) Parent shall take all corporate action necessary to will reserve for issuance a sufficient number of shares of Parent Common Series A-2 Preferred Stock for delivery under to permit the exercise of the assumed Company Warrant. (c) As soon as practicable after the Closing Date, Parent shall deliver to the holders of Company Warrants notice evidencing that such Company Warrants have been assumed by Parent and shall continue in accordance with effect on the same terms and conditions (subject to the adjustments required by this Section 6.41.7).

Assumption of Company Warrants. (a) At the Offer Acceptance TimeClosing, without any action on the part of the holders of any warrants exercisable for shares of Company Common Stock (“Company Warrants”), each then outstanding Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Parent and automatically be assumed and converted into a warrant to purchase shares of Parent Class A Common Stock (“Substitute Warrants”) as set forth below. Each Substitute Warrant will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Warrants immediately prior to the extent provided for by their termsClosing, each Company Warrant then outstanding shall be converted into and become including any repurchase rights with respect to Parent Common Stockor vesting provisions, and Parent shall assume, to the extent provided for by their terms, each such Company Warrant. From and after the Offer Acceptance Time, except that (i) each Company Substitute Warrant assumed by Parent may will be exercised solely exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock, (ii) the number of shares of Parent Class A Common Stock subject to each such Company Warrant shall be equal to the product of the number of shares of Company Common Stock subject to that were issuable upon exercise of such Company Warrant immediately prior to the Offer Acceptance Time Closing multiplied by the Exchange Ratio, rounding rounded down to the nearest whole share, number of shares of Parent Class A Common Stock and (iiiii) the per share exercise price under each for the shares of Parent Class A Common Stock issuable upon exercise of such Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common stock at which such Company Warrant was exercisable immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of unvested Company Warrants. Each Substitute Warrant shall be adjusted by dividing vested immediately following the per share exercise price under Closing as to the same percentage of the total number of shares subject thereto as the Company Warrant was vested as to immediately prior to the Closing. As soon as reasonably practicable following the Closing Date, Parent will use commercially reasonable efforts to issue to each Person who holds a Substitute Warrant a document evidencing the foregoing assumption of such Company Warrant by the Exchange Ratio and rounding up to the nearest cent, and (iv) any restriction on the exercise of any such Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each Company Warrant assumed by Parent in accordance with this Section 6.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the Offer Acceptance Time. Parent shall comply with the terms of all such Company WarrantsParent. (b) Prior to the Offer Acceptance Time, the Company shall take all action that may be reasonably necessary to effectuate the provisions of this Section 6.4 and to ensure that, from and after the Offer Acceptance Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided in this Section 6.4. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under the Company Warrants assumed in accordance with this Section 6.4.

Assumption of Company Warrants. (a) At the Offer Acceptance TimeClosing, to without any action on the extent provided part of the holders of any warrants exercisable for by their termsshares of Company Capital Stock (“Company Warrants”), each Company Warrant then outstanding shall Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Acquiror and automatically be converted into and become rights with respect a warrant to Parent purchase shares of Domesticated Acquiror Common StockStock (“Substitute Warrants”) as set forth below. Each Substitute Warrant will continue to have, and Parent shall assumebe subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Warrants immediately prior to the extent provided for by their termsClosing, each such Company Warrant. From and after the Offer Acceptance Timeincluding any repurchase rights or vesting provisions, except that (i) each Company Substitute Warrant assumed by Parent may will be exercised solely exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock, (ii) the number of shares of Parent Domesticated Acquiror Common Stock subject to each such Company Warrant shall be equal to the product of the number of shares of Company Common Capital Stock subject to that were issuable upon exercise of such Company Warrant immediately prior to the Offer Acceptance Time Closing multiplied by the Exchange Ratio, rounding rounded down to the nearest whole share, number of shares of Domesticated Acquiror Common Stock and (iiiii) the per share exercise price under each for the shares of Domesticated Acquiror Common Stock issuable upon exercise of such Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Capital Stock at which such Company Warrant was exercisable immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of unvested Company Warrants. Each Substitute Warrant shall be adjusted by dividing vested immediately following the per share exercise price under Closing as to the same percentage of the total number of shares subject thereto as the Company Warrant was vested as to immediately prior to the Closing. As soon as reasonably practicable following the Closing Date, Acquiror will use commercially reasonable efforts to issue to each Person who holds a Substitute Warrant a document evidencing the foregoing assumption of such Company Warrant by the Exchange Ratio and rounding up to the nearest cent, and (iv) any restriction on the exercise of any such Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each Company Warrant assumed by Parent in accordance with this Section 6.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the Offer Acceptance Time. Parent shall comply with the terms of all such Company WarrantsAcquiror. (b) Prior to the Offer Acceptance Time, the Company shall take all action that may be reasonably necessary to effectuate the provisions of this Section 6.4 and to ensure that, from and after the Offer Acceptance Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided in this Section 6.4. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under the Company Warrants assumed in accordance with this Section 6.4.

Assumption of Company Warrants. (a) At the Offer Acceptance TimeClosing, to without any action on the extent provided part of the holders of any warrants exercisable for by their termsshares of Company Common Stock (“Company Warrants”), each Company Warrant then outstanding shall Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Parent and automatically be converted into and become rights with respect a warrant to purchase shares of Parent Class A Common StockStock (“Substitute Warrants”) as set forth below. Each Substitute Warrant will continue to have, and Parent shall assumebe subject to, the same terms and conditions set forth in the applicable documents evidencing the terms of the Company Warrants immediately prior to the extent provided for by their termsClosing, each such Company Warrant. From and after the Offer Acceptance Timeincluding any repurchase rights or vesting provisions, except that (i) each Company Substitute Warrant assumed by Parent may will be exercised solely exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock, (ii) the number of shares of Parent Class A Common Stock subject to each such Company Warrant shall be equal to the product of the number of shares of Company Common Stock subject to that were issuable upon exercise of such Company Warrant immediately prior to the Offer Acceptance Time Closing multiplied by the Exchange Ratio, rounding rounded down to the nearest whole share, number of shares of Parent Class A Common Stock and (iiiii) the per share exercise price under each for the shares of Parent Class A Common Stock issuable upon exercise of such Substitute Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Warrant was exercisable immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Agreement, that will cause or result in the accelerated vesting of unvested Company Warrants. Each Substitute Warrant shall be adjusted by dividing vested immediately following the per share exercise price under Closing as to the same percentage of the total number of shares subject thereto as the Company Warrant was vested as to immediately prior to the Closing. As soon as reasonably practicable following the Closing Date, Parent will use commercially reasonable efforts to issue to each Person who holds a Substitute Warrant a document evidencing the foregoing assumption of such Company Warrant by the Exchange Ratio and rounding up to the nearest cent, and (iv) any restriction on the exercise of any such Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that each Company Warrant assumed by Parent in accordance with this Section 6.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the Offer Acceptance Time. Parent shall comply with the terms of all such Company WarrantsParent. (b) Prior to the Offer Acceptance Time, the Company shall take all action that may be reasonably necessary to effectuate the provisions of this Section 6.4 and to ensure that, from and after the Offer Acceptance Time, holders of Company Warrants have no rights with respect thereto other than those specifically provided in this Section 6.4. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under the Company Warrants assumed in accordance with this Section 6.4.