Common use of Company Warrants Clause in Contracts

Company Warrants. (a) At the Effective Time, by virtue of the Merger and without any further action by any party or any holder of Company Warrants, (i) each Common Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Common Stock that would be obtainable upon exercise of such Common Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Common Equivalent Cash Consideration over the Applicable Exercise Price and (B) the Per Common Equivalent Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Common Warrant Consideration”) (ii) each Preferred Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with the Per Share Common Warrant Consideration, whichever is applicable, the “Per Share Warrant Consideration”); provided that the aggregate cash consideration payable to any Warrant Holder pursuant to this Section 2.06(a) shall be reduced by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07).

Company Warrants. (a) At the Effective Time, by virtue of the Merger and without any further action by any party or any holder Acquiror shall assume each warrant to purchase shares of Company Common Stock (collectively, the "Company Warrants, ") so that at the Effective Time each Company Warrant will (a) become a warrant to purchase a number of whole shares of Acquiror Series A Non-Voting Preferred Stock equal to (i) each one-tenth (0.1) times (ii) the number of shares of Company Common Stock for which such Company Warrant outstanding as was exercisable at the Effective Time (and rounding any fractional share down to the nearest whole share), and (b) have an exercise price per share equal to (i) the exercise price for the shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time shall be canceleddivided by (ii) one-tenth (0.1); provided, and however, that upon an Automatic Conversion Event (as such term is defined in the Restated Charter), each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Common Stock that would be obtainable upon exercise of such Common Stock Warrant as of immediately prior to the Effective Time, will (A) an amount in cash, without interest, become a warrant to purchase a number of whole shares of Acquiror Non-Voting Common Stock equal to the excess product of the Per number of shares of Acquiror Non-Voting Series A Preferred Stock then subject to the Company Warrants and the number of shares of Acquiror Non-Voting Common Equivalent Cash Consideration over Stock issuable upon the Applicable Exercise Price Automatic Conversion Event with respect to a share of Acquiror Non-Voting Series A Preferred Stock (and rounding any fractional share down to the nearest whole share), and (B) have an exercise price per share equal to the Per Common Equivalent Stock Consideration (such cash and Parent Common Stock, together, product of the “Per Share Common Warrant Consideration”) (ii) each shares of Acquiror Non-Voting Series A Preferred Stock subject to such Company Warrant outstanding as and the exercise price per share of immediately prior such Company Warrant divided by the number of whole shares of Acquiror Non-Voting Common Stock deemed to be purchasable pursuant to such Company Warrant rounded up to the nearest whole cent (each, an "Acquiror Warrant"). As to each assumed Company Warrant, at the Effective Time (x) all references to the Company in the warrant agreements with respect to the Company Warrants being assumed shall be canceled, deemed to refer to Acquiror; (y) Acquiror shall assume all of the Company's obligations with respect to the related Company Warrant; and (z) Acquiror shall issue to each holder thereof shall cease to have any rights with respect thereto, other than of a Company Warrant a document evidencing the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with the Per Share Common Warrant Consideration, whichever is applicable, the “Per Share Warrant Consideration”); provided that the aggregate cash consideration payable to any Warrant Holder pursuant to this Section 2.06(a) shall be reduced foregoing assumption by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07)Acquiror.

Company Warrants. Each Company Warrant (aor portion thereof) that (A) is outstanding and remains unexercised immediately prior to the Effective Time, shall, by virtue of the Merger, be immediately cancelled and extinguished and the holder thereof shall be entitled to receive upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X, in consideration of such cancellation, for each share of Company Common Stock as to which such Company Warrant is exercisable, and (B) is or will have been exercised prior to and effective conditionally upon the consummation of the Merger shall be entitled to receive upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X for each share of Company Common Stock issued upon exercise of such Company Warrant, an amount (the “Company Warrant Consideration”), without interest, equal to the sum of (i) the Per Share Upfront Warrant Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (iii) following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. At the Effective Time, by virtue of the Merger all Company Warrants shall no longer be outstanding and without any further action by any party or any holder of Company Warrants, (i) each Common Stock Warrant outstanding as of immediately prior shall automatically cease to the Effective Time shall be canceledexist, and each holder thereof of a Company Warrant shall cease to have any rights with respect thereto, other than except the right to receiverights, in respect of each share of Company Common Stock that would be obtainable upon exercise of such Common Stock Warrant as of immediately prior case subject to the Effective Timeterms and conditions of this Agreement and the Escrow Agreement, (A) an amount in cash, without interest, equal to receive the excess of the Per Common Equivalent Cash Consideration over the Applicable Exercise Price and (B) the Per Common Equivalent Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Common Company Warrant Consideration”) (ii) each Preferred Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with the Per Share Common Warrant Consideration, whichever is applicable, the “Per Share Warrant Consideration”); provided that the aggregate cash consideration payable to any Warrant Holder pursuant to this Section 2.06(a) shall be reduced by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07).

Company Warrants. (a) At the Effective Time, by virtue the holder of each Common Share Warrant and Series B Share Warrant (each as defined in Section 4.03) shall be entitled to receive, and shall, upon surrender of such Warrant to Purchaser for cancellation, receive, in settlement and cancellation thereof, an amount of cash equal to the product of (x) the excess, if any, of the Merger and without any further action by any party or any aggregate amount which the holder of Company Warrants, (i) each Common Stock such Warrant outstanding as would be entitled to receive pursuant to Section 3.06 in respect of the Shares or Series B Shares issuable upon exercise of such Warrant if such Warrant were exercised immediately prior to the Effective Time with respect to all Shares or Series B Shares remaining to be exercised thereunder over the aggregate exercise price of each such Warrant with respect to all Shares or Series B Shares remaining to be exercised thereunder, and (y) the number of Shares or Series B Shares, as the case may be, remaining to be exercised under such Warrant, which payment shall be canceledmade to each such Warrant holder as soon as practicable after the Effective Time. The Company shall take all necessary action to effect the disposition of the Common Share Warrants and the Series B Share Warrants as contemplated by this Section 3.08. Upon surrender of such Warrants by the holders thereof, any Common Share Warrant or Series B Warrant not surrendered for cancellation as provided above shall survive the Merger and each holder thereof shall cease to have any rights with respect thereto, other than the right become a warrant to receive, in respect upon payment of each share of Company Common Stock that would be obtainable upon the exercise of such Common Stock Warrant as of immediately prior to the Effective Timeprice provided for therein, (A) an amount in cash, without interest, equal to the excess of the Per Common Equivalent Cash Consideration over the Applicable Exercise Price and (B) the Per Common Equivalent Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Common Warrant Consideration”) (ii) each Preferred Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with based on the Per Share Common Warrant ConsiderationAmount (plus, whichever is applicablein the case of the Series B Warrants, the “Per Share Warrant Consideration”); provided that liquidation preference set forth in the aggregate cash consideration payable to any Warrant Holder pursuant to this Section 2.06(aCertificate of Designation) shall be reduced by in accordance with the merger adjustment provisions of each such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07)Warrant.

Company Warrants. (a) At the Effective Time, by virtue of the Merger and without any further action by any party or any holder of Company Warrants, (i) each Common Stock Warrant outstanding as of immediately prior On the terms and subject to the Effective Time conditions of this Agreement, at the Closing, each outstanding Company Warrant that is In-the-Money that is held by Suitable Investor shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than converted into the right to receive, subject to and in respect of each share of Company Common Stock that would be obtainable upon exercise of such Common Stock Warrant as of immediately prior to the Effective Timeaccordance with Section 1.5, (A) an amount in cash, without interest, cash equal to the excess of the Per Common Equivalent Share Accredited Cash Consideration over the Applicable Exercise Price and (B) number of shares of Acquirer Common Stock equal to the Per Share Accredited Stock Consideration; provided that the per share exercise price of such Company Warrant that is In-the-Money shall be deducted from the overall value of (A) and (B). No fractional shares of Acquirer Common Equivalent Stock will be issued and no cash in lieu of fractional shares of Acquirer Common Stock shall be paid in connection with the Merger. The total amount payable to the Company Warrantholders pursuant to this Section 1.4(c)(i) shall be referred to as the “Warrant Consideration.” The payment of Warrant Consideration (such shall be subject to the execution and delivery of a Warrant Termination Agreement. The amount of cash and Parent the number of shares of Acquirer Common StockStock payable to Company Warrantholder pursuant to this Section 1.4(c)(i) for such Company Warrants shall be rounded down to the nearest whole cent and up to the nearest whole share, togetherrespectively, and computed after aggregating cash amounts and shares of Acquirer Common Stock for all Company Warrants held by such Company Warrantholder. A Company Warrantholder who would otherwise be entitled to receive a fraction of a share of Acquirer Common Stock shall receive a reduction to the “Per Share Common Warrant Consideration”cash consideration otherwise payable to such Company Warrantholder pursuant to this Section 1.4(c)(i) equal to the product obtained by multiplying (A) (i) one minus (ii) each Preferred Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and fraction by (B) the Per Preferred Share Acquirer Stock Consideration (such cash Price, rounded down to the nearest whole cent. At the Closing, each outstanding Company Warrant that is not In-the-Money shall, without any further action on the part of any holder thereof, expire and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, be cancelled and together with the Per Share Common Warrant Consideration, whichever is applicable, the “Per Share Warrant Consideration”); provided that the aggregate cash extinguished without any present or future right to receive any consideration payable to any Warrant Holder pursuant to this Section 2.06(a) shall be reduced by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07)therefor.

Company Warrants. (a) At the Effective Time, by virtue of the Merger and without any further action by any party or any holder of Company Warrants, (i) each Common Stock In-the-Money Warrant outstanding as of immediately prior to the Effective Time shall be canceled, cancelled and each holder thereof shall cease to have any rights with respect thereto, other than the extinguished and be converted automatically into and become a right to receive, receive at the times specified in respect this Agreement from the Surviving Corporation (a) cash in an amount equal to (i) the number of each share shares of Company Common Stock that would be obtainable upon exercise of for which such Common Stock In-the-Money Warrant as of immediately prior to the Effective Time, is exercisable multiplied by (Aii) an amount in cash, without interest, equal to the excess of the Closing Date Per Common Equivalent Share Cash Consideration Consideration, if any, over the Applicable Exercise Price and per share exercise price of such In-the-Money Warrant, plus (Bb) a number of shares of the Parent Common Stock equal to (i) the Per number of shares of Company Common Equivalent Stock Consideration (for which such cash and Parent Common Stock, together, the “Per Share Common In-the-Money Warrant Consideration”) is exercisable multiplied by (ii) each Preferred Stock Warrant outstanding as of immediately prior an amount equal to (x) the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, Closing Date Per Share Equity Consideration multiplied by (Ay) an amount in cash, without interest, equal to (1) the value of the Closing Date Per Share Equity Consideration (based on the Parent Share Value), minus the excess of the per share exercise price of such In-the-Money Warrant, if any, over the Closing Date Per Preferred Share Cash Consideration over the Applicable Exercise Price and divided by (B2) the value of the Closing Date Per Preferred Share Stock Equity Consideration (based on the Parent Share Value), plus (c) (when and if payable) cash in an amount equal to (i) the number of shares of Company Common Stock for which such cash and Parent Common Stock, together, In-the-Money Warrant is exercisable multiplied by (ii) the “Additional Per Share Preferred Warrant Consideration”, and together with the Per Share Common Warrant Consideration, whichever is applicableif any, the “Per Share Warrant Consideration”); provided that the aggregate cash consideration payable to in all instances less any Warrant Holder pursuant to this Section 2.06(a) shall be reduced by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be applicable Taxes deducted or withheld pursuant to Section 2.07)2.16. The amounts described in this Section 2.10 shall be deemed to have been paid in full satisfaction of all rights pertaining to such In-the-Money Warrants.

Company Warrants. (a) At the Effective Time, by virtue of the Merger and without any further action by any party or any holder each then-outstanding warrant to purchase shares of Company WarrantsCapital Stock (each, a “Company Warrant”) shall be automatically converted into the right to receive the following (without interest and subject to applicable Tax withholding): (i) with respect to each share of Company Common Stock Warrant outstanding as of issuable immediately prior to the Effective Time shall be canceledupon the exercise of such Company Warrant, and each holder thereof shall cease to have any rights an amount equal to: (A) the Per Share Participation Amount minus (B) the per share exercise price of such Company Warrant with respect thereto, other than the right to receive, in Company Common Stock; and (ii) with respect of to each share of Company Series A Preferred Stock issuable immediately prior to the Effective Time upon the exercise of such Company Warrant, an amount equal to: (A) (1) the number of shares of Company Common Stock that would be obtainable issuable upon exercise the conversion of such Common share of Company Series A Preferred Stock Warrant as pursuant to the Charter, if such share of Company Series A Preferred Stock were outstanding immediately prior to the Effective Time, multiplied by (A2) an amount in cash, without interest, equal to the excess of the Per Common Equivalent Cash Consideration over the Applicable Exercise Price and Share Participation Amount plus (B) the Series A Per Common Equivalent Stock Consideration Share Preference and minus (C) the per share exercise price of such cash Company Warrant with respect to Company Series A Preferred Stock; (each of clause (i) and Parent Common Stock, together(ii), the “Per Share Common Warrant Merger Consideration”) (ii) each Preferred Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to ). At the Effective Time, (A) an amount all such Company Warrants shall be cancelled and shall represent only the right to receive the applicable portion of the Warrant Merger Consideration; provided, however, that each Company Warrant that is not exercised as of the Effective Time, and with respect to which the Warrant Merger Consideration, as calculated in cashaccordance with this Section 1.7(d), without interest, is equal to or less than zero, shall be cancelled and terminated at the excess of Effective Time without payment in respect thereof. If requested by Parent, as a condition to being paid the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with the Per Share Common Warrant Merger Consideration, whichever is applicable, the “Per Share each holder of a Company Warrant Consideration”); provided that the aggregate cash consideration payable shall execute a letter of transmittal in a form reasonably acceptable to any Warrant Holder pursuant to this Section 2.06(a) shall be reduced by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07)Parent.

Company Warrants. (a) At the Effective Time, by virtue of the Merger and without any further action by any party or any holder of In relation to each Company Warrants, Warrant: (i) each Common Stock Warrant outstanding exercised as of immediately prior to the Effective Time shall Closing, the Company Shares issued pursuant to such Company Warrant will be canceledsold, and each holder thereof shall cease at Closing, to have any rights with respect theretothe Buyer in exchange for (i) (A) an amount in cash equal to the Per Share Cash Consideration Amount minus (B) the per share exercise price, other than (ii) the contingent right to receivereceive all or a portion of the Per Share Escrow Amount and the Per Share Expense Fund Amount (as provided in this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein) in respect of each share of Company Common accordance with the Allocable Percentages on the Consideration Spreadsheet and (iii) the Per Share Stock that would be obtainable upon exercise of such Common Stock Warrant Consideration Amount; and (ii) outstanding (and not exercised) as of immediately prior to the Effective Time, Closing will be transferred to the Buyer (pursuant to an instrument of transfer in a form agreed between the Company and the Buyer (acting reasonably)) in return for the right to receive at the Closing for each Company Share underlying such Company Warrant (i) (A) an amount in cash, without interest, cash equal to the excess of the Per Common Equivalent Share Cash Consideration over the Applicable Exercise Price and Amount minus (B) the Per Common Equivalent Stock Consideration (such cash and Parent Common Stockper share exercise price, together, the “Per Share Common Warrant Consideration”) (ii) each Preferred Stock Warrant outstanding the contingent right to receive all or a portion of the Per Share Escrow Amount and the Per Share Expense Fund Amount (as of immediately prior provided in this Agreement and the Escrow Agreement, at the respective times and subject to the Effective Time shall be canceled, contingencies specified herein and each holder thereof shall cease therein) in accordance with the Allocable Percentages on the Consideration Spreadsheet and (iii) the Per Share Stock Consideration Amount. (iii) An amount equal to have any rights with respect thereto, other than the right to receive, exercise price per share in respect of each share of the Company Preferred Stock that would Warrants will be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior remitted, by the Exchange Agent, to the Effective Time, (A) an amount in cash, without interest, equal to Company from the excess of the Per Preferred Share Closing Date Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with the Per Share Common Warrant Consideration, whichever is applicable, the “Per Share Warrant Consideration”); provided that the aggregate cash consideration payable to any Warrant Holder pursuant to this Section 2.06(a) shall be reduced by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07).Payment. 7

Company Warrants. (a) 4. At the Effective Time, by virtue of the Merger and without any further action by any party or any holder of Company Warrants, (ia) each Common Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Common Stock that would be obtainable upon exercise of such Common Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Common Equivalent Cash Consideration over the Applicable Exercise Price and (B) the Per Common Equivalent Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Common Warrant Consideration”) (iib) each Preferred Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, (A) an amount in cash, without interest, equal to the excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration CONFIDENTIAL TREATMENT REQUESTED (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with the Per Share Common Warrant Consideration, whichever is applicable, the “Per Share Warrant Consideration”); provided that the aggregate cash consideration payable to any Warrant Holder pursuant to this Section 2.06(a) shall be reduced by such Warrant Holder’s Pro Rata Portion of the Escrow Amount to be withheld pursuant to Section 2.07).