Common use of Company Warrants Clause in Contracts

Company Warrants. If permitted under the terms of the applicable governing instruments, the Company shall take all necessary action such that, at the Effective Time, each holder of an outstanding warrant to purchase shares of Common Stock (collectively, the "Company Warrants") shall have the right to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of such Company Warrant, an amount per share equal to the excess of the Merger Consideration over the exercise price per share of such Company Warrant; provided, however, that to the extent the foregoing is not permissible under the terms of any such Company Warrant, each such Company Warrant shall, at the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Time, the aggregate Merger Consideration that the holder of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will have the right to receive shares of common stock of the Surviving Corporation upon the exercise of any Company Warrant.

Company Warrants. If permitted under the terms As of the applicable governing instruments, the Company shall take all necessary action such that, at the Effective Time, each holder of an outstanding warrant to purchase shares of Common Stock Shares (collectivelya "Warrant"), the "Company Warrants") whether or not then exercisable in accordance with its terms, shall have be converted into the right to receive, in lieu upon the surrender of the shares agreement evidencing such Warrant to the Paying Agent in accordance with the provisions of Common Stock theretofore issuable Section 2.9 applicable to Certificates and upon exercise the delivery to the Paying Agent of such Company Warrantthe "Warrant Acknowledgment" referred to below, an amount per share in cash (net of applicable withholding) equal to the excess excess, if any, of the Merger Consideration over the exercise price per share of the Common Stock of the Company subject to such Company Warrant (each, a "Warrant Share") multiplied by the number of Warrant Shares previously subject to such Warrant; provided. Each holder of a Warrant who surrenders the agreement evidencing such Warrant to the Paying Agent shall execute a written acknowledgment, howeverin form satisfactory to Parent (the "Warrant Acknowledgment"), that to the extent the foregoing is not permissible under the terms such holder's receipt of any cash in exchange for such Company Warrant, each Warrant shall be in full settlement of such Company Warrant and that such holder understands that such Warrant shall, at as of the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Time, the aggregate Merger Consideration that the holder of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will have represent only the right to receive shares of common stock cash in accordance with this Section 2.12 and shall otherwise be canceled. Regardless of the Surviving Corporation number of Warrants, if any, so surrendered, all Warrants shall be canceled at the Effective Time and shall thereafter represent only the right to receive the amount of cash payable under this Section 2.12 upon compliance with the exercise of any Company Warrantterms hereof.

Company Warrants. If permitted under the terms of the applicable governing instruments, the Company shall take all necessary action such that, at At the Effective Time, each holder of an outstanding warrant to purchase shares of Company Common Stock that is issued, unexpired and unexercised immediately prior to the Effective Time (collectively, the "“Company Warrants"”) and not terminated pursuant to its terms in connection with the Merger shall have be entitled to receive upon the right to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of such Company Warrant, Warrant a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.8(g) and without interest) of an amount per share equal to the excess product of (i) the total number of shares of Company Common Stock previously subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Warrant; provided, however, that Common Stock previously subject to the extent the foregoing is not permissible under the terms of any such Company Warrant, each such Company Warrant shall, at (the “Warrant Consideration”). From and after the Effective Time, any such Company Warrant shall no longer be deemed exercisable by the former holder thereof for any shares of Company Common Stock or capital stock of the Surviving Corporation, but shall entitle such holder only to constitute a warrant to acquire, upon the payment of the aggregate Warrant Consideration upon exercise price of such Company Warrant. Without limiting the foregoing, and otherwise on as soon as practicable after the same terms and conditions as were applicable under such Company Warrant prior to the Effective Timedate hereof, the aggregate Merger Consideration that the holder of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions action under the Company Warrants (including, to provide that as the extent necessary, obtaining consent of the Effective Time no holder of a Company Warrant will have the right to receive shares of common stock holders of the Surviving Corporation upon Company Warrants) to effectuate the exercise actions contemplated by this Section 2.11 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Company WarrantWarrant until any necessary consents are obtained. The Company shall prepare and deliver to the holders of Company Warrants any notices that are required by the terms of the Company Warrants to be delivered to such holders in connection with the consummation of the Transactions.

Company Warrants. If permitted under (a) Each Company Warrant that is outstanding immediately prior to the terms of the applicable governing instruments, the Company shall take all necessary action such that, Effective Time will be cancelled at the Effective Time, each holder of an outstanding warrant to purchase shares of Common Stock (collectively, the "Company Warrants") shall have Time in exchange for the right to receive, in lieu of promptly following the shares of Common Stock theretofore issuable upon exercise surrender of such Company WarrantWarrant to the Company (or the Surviving Corporation) in accordance with its terms (or, if later, the Effective Time), cash, without interest, in an amount per share equal to the excess product of (a) the Merger Consideration over the exercise price per share number of such shares of Company Warrant; provided, however, that to the extent the foregoing is not permissible under the terms of any such Company Warrant, each such Company Warrant shall, at the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Time, the aggregate Merger Consideration that Common Stock the holder of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement received had such holder exercised such Company Warrant been exercised in full on a cash basis immediately prior to the Effective Time multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of Company Common Stock underlying such Company Warrant; provided that if the exercise price per share of Company Common Stock underlying such Company Warrant is greater than the Per Share Price, no payment shall be due to the holder of such Company Warrant upon the surrender thereof to the Company or the Surviving Corporation; provided, further, that each Company Warrant that is outstanding and held as of the Effective Time by the Buyer Parties, Holdings, any Holdings Subsidiary or TCP-ASC ACHI Series LLLP will be cancelled and extinguished without any conversion thereof or consideration paid therefor unless exercised in accordance with its terms prior to the Effective Time. The Company shall deliver to As of the Effective Time, each holder of a Company Warrants shall cease to have any other rights in and to the Company and the Surviving Corporation, and each Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will have thereafter represent only the right to receive shares of common stock of the Surviving Corporation upon applicable amounts payable pursuant to the exercise of any Company Warrantforegoing sentence, if any.

Company Warrants. If permitted under (a) In accordance with the terms of each of the Company Warrants and the applicable governing instruments, the Company shall take all necessary action such that, at the Effective TimeWarrant Indenture, each holder of an outstanding warrant a Company Warrant shall be entitled to purchase shares receive (and such holder shall accept) upon the exercise of Common Stock (collectively, the "such holder’s Company Warrants") shall have the right to receiveWarrant, in lieu of Company Shares to which such holder was theretofore entitled upon such exercise, and for the shares of Common Stock theretofore issuable upon exercise of such Company Warrantsame aggregate consideration payable therefor, an amount per share equal the Consideration which the holder would have been entitled to the excess receive as a result of the Merger Consideration over the exercise price per share of such Company Warrant; providedtransactions contemplated by this Arrangement if, however, that to the extent the foregoing is not permissible under the terms of any such Company Warrant, each such Company Warrant shall, at the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant immediately prior to the Effective Time, such holder had been the aggregate Merger Consideration that the registered holder of the number of Company Shares to which such Company Warrant holder would have been entitled to receive pursuant to Article II of this Agreement if such Warrant Holder had such holder exercised such holder’s Company Warrant in full Warrants immediately prior to the Effective Time. The Each Company Warrant shall deliver continue to each holder be governed by and be subject to the terms of the applicable Company Warrant certificate and the applicable Warrant Indenture, subject to any supplemental exercise documents issued by the Purchaser to holders of Company Warrants to facilitate the exercise of the Company Warrants and the payment of the corresponding portion of the exercise price thereof. Upon the exercise of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of following the Effective Time no holder Time, the Purchaser shall deliver the Purchaser Shares needed to settle such exercise. Holders of a Company Warrant Warrants will have the right to receive shares of common stock of the Surviving Corporation be advised that securities issuable upon the exercise of any the Company WarrantWarrants, if any, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and may only be offered, sold or otherwise transferred pursuant to an effective registration statement or a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any.

Company Warrants. If permitted under the terms of the applicable governing instruments, the The Company shall will take all necessary and appropriate action such that, at the Effective Time, within its control so that each holder of an outstanding warrant to purchase shares of Common Stock (collectively, the "Company Warrants") shall have the right to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of such Company WarrantWarrants will, an amount per share equal to the excess of the Merger Consideration over the exercise price per share of such Company Warrant; provided, however, that to the extent not previously exercised for shares of Series B Preferred Stock by the foregoing is not permissible under the terms of any such Company Warrant, each such Company Warrant shallholder thereof, at the Effective Time, be deemed to constitute terminated and, if elected in writing by a warrant to acquire, upon payment holder of the aggregate exercise price of any such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Timeconvert, the aggregate Merger Consideration that without payment by the holder of any exercise price, into the right to receive, with respect to each share of Series B Preferred Stock issuable upon exercise of such warrant, the amount payable upon each share of Series B Preferred Stock pursuant to Section 2.6(c), less the per share exercise price payable with respect to each such share of Series B Preferred Stock (the “Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective TimeMerger Consideration”). The Company shall deliver to each holder of a Company Warrant timely Warrants any notice of contemplated by the Company Warrants regarding the Merger and the other transactions contemplated hereby and shall use commercially reasonable efforts to obtain a waiver of any notice period provided for in accordance with the provisions thereofCompany Warrants. The Company shall take all necessary actions to provide that as of the Effective Time no For clarity, if any holder of a Company Warrant will have does not exercise such warrant and does not otherwise make the right election described above, such Company Warrant will, at the Effective Time, be terminated pursuant to receive shares the terms of common stock of the Surviving Corporation upon the exercise of any such Company Warrant, and no Company Warrant Merger Consideration in respect of such Company Warrant will be payable in respect thereof.

Company Warrants. If permitted under Prior to the terms of the applicable governing instrumentsClosing, the Company Board shall take have adopted appropriate resolutions and taken any and all other actions necessary action such that, at and appropriate to provide that each unexpired and unexercised Company Warrant shall be cancelled and cease to exist effective as of the Effective Time, and, in exchange therefor, each former holder of any such cancelled Company Warrant that has vested as of immediately prior to the Effective Time shall be entitled to receive from Acquiror, in consideration of the cancellation of such Company Warrant and in settlement therefor, subject to and in accordance with Section 2.2, an outstanding warrant amount in cash (without interest and subject to purchase any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the Company) equal to the product of (A) the total number of shares of Common Company Capital Stock (collectively, the "Company Warrants") shall have the right previously subject to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of such Company Warrant, an amount per share equal and (B) the excess, if any, of (1) the Per Share Closing Amount plus (2) the Per Share Escrow Amount, if any, plus (3) the Per Share Reserve Amount, if any, plus (4) the Per Share Surplus Amount, if any, all with respect to the excess of the Merger Consideration Company Warrants, over the exercise price per share of Company Capital Stock previously subject to such Company Warrant; provided, however, that . The aggregate amount of cash payable with respect to the extent the foregoing is not permissible under the terms of any all such Company Warrant, each such Warrants under this Section 2.1(b)(iii) is referred to as the “Company Warrant shall, at the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Time, the aggregate Merger Consideration that the holder of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will have the right to receive shares of common stock of the Surviving Corporation upon the exercise of any Company WarrantConsideration.”

Company Warrants. If permitted under Except for the terms of the applicable governing instruments, the Company shall take all necessary action such thatSurviving Warrants, at or prior to the Effective Time, each holder all outstanding and unexercised Warrants shall be tendered to the Company in exchange for the applicable Warrant Consideration, if any, in accordance with the terms hereof and shall otherwise only entitle the holders of an outstanding warrant such Warrants to purchase shares of Common Stock (collectively, the "Company Warrants") shall have the right to receivereceive the applicable Warrant Consideration, in lieu if any. To the extent that any of the shares of Common Stock theretofore issuable upon exercise of such Company Warrant, an amount per share equal to the excess of the Merger Consideration over the exercise price per share of such Company Warrant; provided, however, that to the extent the foregoing is Surviving Warrants have not permissible under the terms of any such Company Warrant, each such Company Warrant shall, been exercised or have not expired at the Effective Time, be deemed to constitute a warrant to acquire, upon payment of the aggregate exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under such Company Warrant or immediately prior to the Effective Time, the aggregate Merger Consideration that the holder holders of such Company Warrant would have been entitled to receive pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will Surviving Warrants may at their discretion have the right to receive shares a cash amount equal to the applicable Warrant Consideration, if any, in full satisfaction of common stock of any rights they have under the Surviving Warrants. The Warrant Consideration shall be paid by the Surviving Corporation upon promptly (but in no event later than five (5) Business Days) following receipt of the acknowledgment described in the preceding sentence. For purposes of this Agreement, “Warrant Consideration” means, with respect to any share of Company Common Stock underlying a particular Warrant, an amount equal to the excess, if any, of (i) the Merger Consideration per share of Company Common Stock over (ii) the exercise price payable in respect of any such share of Company Common Stock issuable under such Warrant. For the avoidance of doubt, (a) except as provided in clause (b) below, each Warrant with an exercise price per share of Company Common Stock subject to such Warrant that is greater than or equal to the Merger Consideration shall be cancelled and terminated and no Warrant Consideration shall be payable with respect thereto and (b) the Surviving Warrants may remain outstanding after the Closing.

Company Warrants. If permitted under the terms of the applicable governing instruments, the (a) The Company shall take all necessary action such that, at actions (including providing all required notices and obtaining any required consents) to ensure that all outstanding Company Warrants are treated as set forth in this Section 5.14. In the Effective Time, each case of any holder of an outstanding warrant to purchase shares of Common Stock (collectively, the "Company Warrants") shall have the right to receive, in lieu of the shares of Common Stock theretofore issuable upon exercise of such a Company Warrant, the parties shall take steps to enable the holder thereof to exercise the Company Warrant as of the Effective Time on a basis that enables the holder effectively to participate in receiving the Merger Consideration by allowing the holder to pay such holder’s exercise price in full or in part through an amount per share equal offset to the excess portion of the Merger Consideration over that would otherwise be payable to such holder pursuant to Section 1.6(b) had such holder delivered a check for the full exercise price per share of such Company Warrant; provided, however, that to the extent the foregoing is not permissible under the terms Warrant (net of any such Company Warrant, each such holder’s Pro Rata Escrow Portion). Each holder of a Company Warrant shall, who exercises or is deemed to exercise such holder’s Company Warrant in the manner described above shall be entitled at the Effective Time, Time to receive the same amount of Merger Consideration that would otherwise be deemed payable to constitute a warrant to acquire, upon payment holder of the aggregate full number of shares of Company Capital Stock to which such holder would have been entitled had such holder delivered a check for the full exercise price of such Company Warrant, and otherwise on the same terms and conditions as were applicable under without taking into account any such offset. The distributions of cash to be distributed to Company Warrant prior Warrantholders pursuant to the Effective Time, the aggregate Merger Consideration that the holder of such Company Warrant would have been entitled to receive this Section 5.14 shall be reduced pursuant to Article II of this Agreement had such holder exercised such Company Warrant in full immediately prior to the Effective Time. The Company shall deliver to each holder of a Company Warrant timely notice of the Merger in accordance with the provisions thereof. The Company shall take all necessary actions to provide that as of the Effective Time no holder of a Company Warrant will have the right to receive shares of common stock of the Surviving Corporation upon the exercise of any Company WarrantVII hereof.