Common use of Assumption of Company Warrants Clause in Contracts

Assumption of Company Warrants. At the Closing, without any action on the part of the holders of any warrants exercisable for shares of Company Capital Stock (“Company Warrants”), each then outstanding Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Acquiror and automatically be converted into a warrant to purchase shares of Domesticated Acquiror 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 Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Domesticated Acquiror Common Stock equal to the product of the number of shares of Company Capital Stock that were issuable upon exercise of such Company Warrant immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Domesticated Acquiror Common Stock and (ii) the per share exercise price 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 vested immediately following the 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 Acquiror.

Assumption of Company Warrants. At the ClosingEffective Time, without any action on each warrant (collectively, the part of the holders of any warrants exercisable for shares of Company Capital Stock (“"Company Warrants”), each then outstanding Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Acquiror and automatically be converted into a warrant ") to purchase shares of Domesticated Acquiror the Company's Common Stock which is outstanding (“Substitute Warrants”whether or not then exercisable) as set forth belowof immediately prior to the Effective Time and which has not been exercised or cancelled prior thereto, shall, at the Effective Time, be assumed by Parent, subject to the provisions of this Section 1.6(d) (the "Assumed Warrant"). Each Substitute Warrant will The Assumed Warrants shall not terminate in connection with the Merger and shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable documents evidencing the terms of the Company Warrants agreements (as in effect immediately prior to the ClosingEffective Time) evidencing such Warrants, including any repurchase rights or vesting provisions, except provided that (i) all references to the Company shall be deemed references to shares of Parent Common Stock, (ii) each Substitute Assumed Warrant will shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Domesticated Acquiror Parent Common Stock equal to the product of the number of shares of Company Capital Common Stock that were issuable upon exercise of covered by such Company Assumed Warrant immediately prior to the Closing Effective Time multiplied by the Merger Exchange Ratio, Ratio and rounded down to the nearest whole number of shares of Domesticated Acquiror 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 that will become issuable upon the exercise of such Assumed Warrant pursuant to this Section 1.6(d), and (iiB) promptly after the per share exercise price for Effective Time issue to each holder of a Company Warrant a document evidencing the shares assumption by Parent of Domesticated Acquiror the Company's obligations with respect thereto under this Section 1.6(d). Shares of Parent Common Stock issuable upon exercise of such Substitute Warrant Assumed Warrants 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 covered by the Exchange Ratio, rounded up 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 the nearest whole cent. The Company shall take no action, other than those actions contemplated by this Stock Purchase Agreement, that will cause or result in the accelerated vesting of unvested Company Warrants. Each Substitute Warrant shall be vested immediately following the 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 Acquirorcase may be.

Assumption of Company Warrants. At the Closing, without any action on the part of the holders of any warrants exercisable for shares of Company Capital Common Stock (“Company Warrants”), each then outstanding Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Acquiror Parent and automatically be assumed and converted into a warrant to purchase shares of Domesticated Acquiror 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 Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Domesticated Acquiror Parent Class A Common Stock equal to the product of the number of shares of Company Capital Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Domesticated Acquiror Parent Class A Common Stock and (ii) the per share exercise price for the shares of Domesticated Acquiror 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 Capital Stock 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 vested immediately following the 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 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 AcquirorParent.

Assumption of Company Warrants. At the Closing, without any action on the part of the holders of any warrants exercisable for shares of Company Capital Common Stock (“Company Warrants”), each then outstanding Company Warrant, whether or not exercisable on the Closing Date, will be assumed by Acquiror Parent and automatically be converted into a warrant to purchase shares of Domesticated Acquiror 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 Closing, including any repurchase rights or vesting provisions, except that (i) each Substitute Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Domesticated Acquiror Parent Class A Common Stock equal to the product of the number of shares of Company Capital Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Domesticated Acquiror Parent Class A Common Stock and (ii) the per share exercise price for the shares of Domesticated Acquiror 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 Capital 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 vested immediately following the 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 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 AcquirorParent.