Common use of Conversion of Company Warrants Clause in Contracts

Conversion of Company Warrants. (a) At the Effective Time, subject to Section 5.19(b), each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time and that would automatically and fully be exercised in accordance with its terms by virtue of the occurrence of the Merger without the requirement of any other election or action by the Company or holder thereof, shall automatically, without any action on the part of the holder thereof, be exercised in accordance with its terms immediately prior to the Effective Time and such Company Warrant shall be cancelled and eligible for the consideration set forth in Section 2.3 based upon the number of shares of Company Capital Stock into which such Company Warrant was automatically exercised. For the avoidance of doubt, the Company shall be entitled to elect to adjust the exercise price of any such Company Warrant in accordance with the terms thereof in order for such Company Warrant to be automatically exercised in accordance with its terms immediately prior to the Effective Time. (b) At the Effective Time, subject to Section 2.8(a) and Section 5.19(b), each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time (and which is not automatically and fully exercised in accordance with its terms pursuant to Section 2.8(a)) (each, an “Assumed Warrant”) shall automatically, without any action on the part of the holder thereof, be assumed by Parent and converted into a warrant to purchase (A) that number of shares of Parent Class A Common Stock equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Per Share Exchange Amount, (B) a number of Parent Class A Warrants equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Warrant Exchange Amount and (C) that number of Earn Out Shares equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Earn Out Exchange Amount, with such Earn Out Shares being issuable upon exercise of such Parent Class A Warrant in accordance with Section 2.10(a), Section 2.10(b)(i), Section 2.10(b)(ii) and Section 2.10(b)(iii), and with each respective Earn Out Share subject to the vesting and forfeiture conditions as are provided therein. Each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Warrant immediately prior to the Effective Time, except that each Assumed Warrant shall have an exercise price per share equal to the quotient obtained by dividing (x) the per share exercise price of Parent Class A Common Stock subject to such Assumed Warrant by (y) the Per Share Exchange Amount (which price per share shall be rounded up to the nearest whole cent). Upon exercise of any Assumed Warrant, no evidence of book-entry shares representing fractional shares of Parent Class A Common Stock, Parent Class A Warrants or Earn Out Shares shall be issued in exchange for the Parent Common Stock issuable thereunder; in lieu of the issuance of any such fractional share, Parent shall pay to such holder of Assumed Warrants upon the exercise thereof (including by setoff against the exercise price that would otherwise be tendered) an amount in cash (rounded up to the nearest cent) determined by multiplying (i) the Reference Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Class A Common Stock, Parent Class A Warrants or Earn Out Shares which such holder would otherwise be entitled to receive, but for this Section 2.8(b).

Conversion of Company Warrants. (a) At the Merger Effective Time, subject to Section 5.19(bthe provisions of Sections 1.6 hereof, each outstanding warrant to purchase shares of Company Common Stock pursuant to any agreement between the Company and any other Person (each a "Company Warrant"), each whether vested or unvested, shall be, in connection with the Merger, assumed by Parent. Each Company Warrant that is outstanding so assumed by Parent shall continue to have, and unexercised be subject to, the same terms and conditions provided in the warrant agreement governing such Company Warrant immediately prior to the Merger Effective Time and Time, except that would automatically and fully be exercised in accordance with its terms by virtue of the occurrence of the Merger without the requirement of any other election or action by the Company or holder thereof, shall automatically, without any action on the part of the holder thereof, be exercised in accordance with its terms immediately prior to the Effective Time and (A) such Company Warrant shall be cancelled and eligible exercisable for the consideration set forth in Section 2.3 based upon the number of shares of Company Capital Stock into which such Company Warrant was automatically exercised. For the avoidance of doubt, the Company shall be entitled to elect to adjust the exercise price of any such Company Warrant in accordance with the terms thereof in order for such Company Warrant to be automatically exercised in accordance with its terms immediately prior to the Effective Time. (b) At the Effective Time, subject to Section 2.8(a) and Section 5.19(b), each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time (and which is not automatically and fully exercised in accordance with its terms pursuant to Section 2.8(a)) (each, an “Assumed Warrant”) shall automatically, without any action on the part of the holder thereof, be assumed by Parent and converted into a warrant to purchase (A) that number of whole shares of Parent Class A Common Stock equal to the product of (1) the number of shares of Company Capital Common Stock subject to such Company Warrant multiplied by (2) the Per Share Exchange Amount, (B) a number of Parent Class A Warrants equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Warrant Exchange Amount and (C) that number of Earn Out Shares equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Earn Out Exchange Amount, with such Earn Out Shares being were issuable upon the exercise of such Parent Class A Warrant in accordance with Section 2.10(a), Section 2.10(b)(i), Section 2.10(b)(ii) and Section 2.10(b)(iii), and with each respective Earn Out Share subject to the vesting and forfeiture conditions as are provided therein. Each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Warrant immediately prior to the Merger Effective TimeTime multiplied by the Exchange Ratio, except that each Assumed Warrant shall have an exercise price per share equal rounded down to the quotient obtained by dividing nearest whole number of shares of Parent Common Stock and (xB) the per share exercise price for the shares of Parent Class A Common Stock subject to issuable upon exercise of such Assumed assumed Company Warrant by (y) the Per Share Exchange Amount (which price per share shall be equal to the quotient determined by dividing the exercise price of the Company Common Stock at which such Company Warrant was exercisable immediately prior to the Merger Effective Time by Exchange Ratio, rounded to the nearest whole cent (with one-half ($0.005) cents being rounded up to the nearest whole cent). Upon exercise of any Assumed Warrant, no evidence of book-entry shares representing fractional shares of Parent Class A Common StockPrior to the Merger Effective Time, Parent Class A and the Company will execute and deliver to each holder of Company Warrants or Earn Out Shares shall an agreement in the form of EXHIBIT G attached hereto (a "Company Warrant Novation Agreement"), to be issued in exchange for effective upon the Parent Common Stock issuable thereunder; in lieu completion of the issuance Merger and evidencing the foregoing assumption of any such fractional shareCompany Warrant by Parent, Parent shall pay and will use commercially reasonable efforts to obtain the execution and return of the Company Warrant Novation Agreement by such holder of Assumed Warrants upon the exercise thereof (including by setoff against the exercise price that would otherwise be tendered) an amount in cash (rounded up prior to the nearest cent) determined by multiplying (i) the Reference Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Class A Common Stock, Parent Class A Warrants or Earn Out Shares which such holder would otherwise be entitled to receive, but for this Section 2.8(b)Merger Effective Time.

Conversion of Company Warrants. (a) At the Effective Time, subject each outstanding warrant to Section 5.19(b), each purchase Units (a “Company Warrant that is outstanding and unexercised immediately prior to the Effective Time and that would automatically and fully be exercised in accordance with its terms by virtue of the occurrence of the Merger without the requirement of any other election or action by the Company or holder thereof, shall automatically, without any action on the part of the holder thereof, be exercised in accordance with its terms immediately prior to the Effective Time and such Company Warrant Warrant”) shall be cancelled assumed by Parent. All rights with respect to Units under outstanding Company Warrants shall thereupon be exchanged for rights with respect to Parent Common Stock. Accordingly, from and eligible for the consideration set forth in Section 2.3 based upon the number of shares of Company Capital Stock into which such Company Warrant was automatically exercised. For the avoidance of doubt, the Company shall be entitled to elect to adjust the exercise price of any such Company Warrant in accordance with the terms thereof in order for such Company Warrant to be automatically exercised in accordance with its terms immediately prior to the Effective Time. (b) At after the Effective Time, subject to Section 2.8(a(a) and Section 5.19(b), each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time (and which is not automatically and fully exercised in accordance with its terms pursuant to Section 2.8(a)) (each, an “Assumed Warrant”) shall automatically, without any action on the part of the holder thereof, be assumed by Parent and converted into a warrant to purchase (A) that number of may be exercised solely for shares of Parent Class A Common Stock equal to the product of Stock, (1b) the number of shares of Company Capital Parent Common Stock subject to such each assumed Company Warrant multiplied by (2) the Per Share Exchange Amount, (B) a number of Parent Class A Warrants shall be equal to the product of (1) the number of shares of Company Capital Stock Units that were subject to such Company Warrant multiplied by (2) the Warrant Exchange Amount and (C) that number of Earn Out Shares equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Earn Out Exchange Amount, with such Earn Out Shares being issuable upon exercise of such Parent Class A Warrant in accordance with Section 2.10(a), Section 2.10(b)(i), Section 2.10(b)(ii) and Section 2.10(b)(iii), and with each respective Earn Out Share subject to the vesting and forfeiture conditions as are provided therein. Each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Warrant immediately prior to the Effective TimeTime multiplied by the Conversion Ratio, except that each Assumed Warrant shall have an exercise price per share equal rounded up to the quotient obtained by dividing nearest whole share of Parent Common Stock, and (xc) the per share exercise price of for the Parent Class A Common Stock issuable upon exercise of each assumed Company Warrant shall be determined by dividing the exercise price per Unit subject to such Assumed Warrant Company Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Exchange Amount (which Conversion Ratio, and rounding the resulting exercise price per share shall be rounded up to the nearest whole cent). Upon , and (d) all restrictions on the exercise of each assumed Company Warrant shall continue in full force and effect; provided, however, that each assumed Company Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any Assumed stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. Following the Closing, Parent will send to the holder of each assumed Company Warrant (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for the surrender of each Company Warrant in exchange for a replacement Parent warrant (“Parent Warrant, no evidence of book-entry shares representing fractional ”) for shares of Parent Class A Common Stock. Upon surrender of each Company Warrant, Parent Class A Warrants or Earn Out Shares together with a duly executed letter of transmittal and such other documents as may reasonably be required by Parent, each holder of a Company Warrant shall be issued receive in exchange for therefor a Parent Warrant representing the Parent Common Stock issuable thereunder; respective number of shares such holder is entitled to receive as outlined in lieu clause (b) above, all maintaining the terms of the issuance of any such fractional share, Parent shall pay to such holder of Assumed Warrants upon the exercise thereof assumed Company Warrant as outlined in clause (including by setoff against the exercise price that would otherwise be tenderedd) an amount in cash (rounded up to the nearest cent) determined by multiplying (i) the Reference Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Class A Common Stock, Parent Class A Warrants or Earn Out Shares which such holder would otherwise be entitled to receive, but for this Section 2.8(b)above.

Conversion of Company Warrants. (a) At the Effective Time, subject each warrant granted by the Company to Section 5.19(bpurchase shares of the Company Common Stock, which is outstanding immediately prior thereto (a "Company Warrant" or, collectively, the "Company Warrants"), granted by the Company, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Warrant and the related warrant agreements, except that is outstanding from and unexercised immediately prior to the Effective Time and that would automatically and fully be exercised in accordance with its terms by virtue of the occurrence of the Merger without the requirement of any other election or action by the Company or holder thereof, shall automatically, without any action on the part of the holder thereof, be exercised in accordance with its terms immediately prior to the Effective Time and such Company Warrant shall be cancelled and eligible for the consideration set forth in Section 2.3 based upon the number of shares of Company Capital Stock into which such Company Warrant was automatically exercised. For the avoidance of doubt, the Company shall be entitled to elect to adjust the exercise price of any such Company Warrant in accordance with the terms thereof in order for such Company Warrant to be automatically exercised in accordance with its terms immediately prior to the Effective Time. (b) At after the Effective Time, subject to Section 2.8(a(i) and Section 5.19(b), each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time (and which is not automatically and fully exercised in accordance with its terms pursuant to Section 2.8(a)) (each, an “Assumed Warrant”) shall automatically, without any action on the part of the holder thereof, be assumed by Parent and converted into a warrant to purchase (A) that number of may be exercised solely for shares of Parent Class A Common Stock equal to the product of (1an "Parent Warrant"), (ii) the number of shares of Company Capital Parent Common Stock subject to such Company Parent Warrant multiplied by (2) the Per Share Exchange Amount, (B) a number of Parent Class A Warrants shall be equal to the product of (1) the number of whole shares (rounded down to the nearest whole share) of the Company Capital Common Stock subject to such Company Warrant multiplied by (2) the Warrant Exchange Amount and (C) that number of Earn Out Shares equal to the product of (1) the number of shares of Company Capital Stock subject to such Company Warrant multiplied by (2) the Earn Out Exchange Amount, with such Earn Out Shares being issuable upon exercise of such Parent Class A Warrant in accordance with Section 2.10(a), Section 2.10(b)(i), Section 2.10(b)(ii) and Section 2.10(b)(iii), and with each respective Earn Out Share subject to the vesting and forfeiture conditions as are provided therein. Each Assumed Warrant shall otherwise be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Warrant immediately prior to the Effective TimeTime multiplied by 0.31528 (the "Warrant Exchange Ratio"), except that each Assumed Warrant shall have an exercise price per share equal to the quotient obtained by dividing (xiii) the per share exercise price of under each such Parent Class A Common Stock subject to Warrant shall be adjusted by dividing the per share exercise price under each such Assumed Company Warrant by (y) the Per Share Warrant Exchange Amount (which price per share shall be rounded Ratio and rounding up to the nearest whole cent). Upon exercise , and (iv) any vesting, repurchase rights or similar restrictions in favor of any Assumed Warrantthe Company to which such Company Warrant is subject immediately prior to the Effective Time shall continue to apply to the Parent Warrants. (b) As soon as practicable after the Effective Time, no evidence Parent shall deliver to the holders of book-entry shares representing fractional Company Warrants appropriate notices, the form of which has been previously delivered to and approved by the Company, setting forth such holders' rights and the agreements evidencing the grants of such Company Warrants. (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Class A Common Stock, Parent Class A Warrants or Earn Out Shares shall be issued in exchange for the Parent Common Stock issuable thereunder; in lieu of the issuance of any such fractional share, Parent shall pay to such holder of Assumed Warrants for delivery upon the exercise thereof (including by setoff against the exercise price that would otherwise be tendered) an amount in cash (rounded up to the nearest cent) determined by multiplying (i) the Reference Price by (ii) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Class A Common Stock, Parent Class A Warrants or Earn Out Shares which such holder would otherwise be entitled to receive, but for this Section 2.8(b)Warrants.