Common use of Merger or Reorganization Clause in Contracts

Merger or Reorganization. If at any time there shall be Merger Event, then, prior to closing of such Merger Event, lawful provision shall be made so that Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, (i) the number of shares of Stock or Underlying Securities that Holder would have received in connection with such Merger Event if Holder had exercised this Warrant immediately prior to the Merger Event, or (ii) the number of shares of stock or other equity interests Holder would be entitled to receive if the surviving entity in such Merger Event assumed this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of Holder after the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, as near as reasonably may be. In connection with a Merger Event and upon Xxxxxx’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Holder would have received if Holder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 6(a) shall similarly apply to successive Merger Events.

Merger or Reorganization. If at any time there In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be Merger Eventsubject to the agreement of merger or reorganization. Such agreement may provide for, thenwithout limitation, prior to closing one or more of such Merger Event, lawful provision shall be made so that Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, the following: (i) The continuation of the number outstanding Awards by the Company, if the Company is a surviving corporation; (ii) The assumption of shares the outstanding Awards by the surviving corporation or its parent or subsidiary; (iii) The substitution by the surviving corporation or its parent or subsidiary of Stock its own awards for the outstanding Awards; (iv) Immediate vesting, exercisability, or Underlying Securities that Holder would have received in connection with settlement of outstanding Awards followed by the cancellation of such Merger Event if Holder had exercised this Warrant Awards upon or immediately prior to the Merger Eventeffectiveness of such transaction; (v) Cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the merger or reorganization, in exchange for such cash or equity consideration (iiincluding no consideration) as the number Committee, in its sole discretion, may consider appropriate; or (vi) Settlement of shares the intrinsic value of stock the outstanding Awards (whether or other not then vested or exercisable) in cash or cash equivalents or equity interests Holder would be entitled (including cash or equity subject to receive deferred vesting and delivery consistent with the vesting restrictions applicable to such Awards or the underlying Shares) followed by the cancellation of such Awards (and, for the avoidance of doubt, if as of the surviving entity in such Merger Event assumed this Warrant. In any such case, appropriate adjustment (as determined date of the occurrence of the transaction the Committee determines in good faith by that no amount would have been attained upon the Company’s Board of Directors and reasonably acceptable to Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of Holder after the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase Award or realization of the Participant’s rights) shall continue , then such Award may be terminated by the Company without payment), provided that any such amount may be delayed to the same extent that payment of consideration to the holders of Stock in connection with the merger or reorganization is delayed as a result of escrows, earnouts, holdbacks or other contingencies; in each case without the Participant’s consent. Any acceleration of payment of an amount that is subject to Section 409A will be delayed, if necessary, until the earliest time that such payment would be permissible under Section 409A without triggering any additional taxes applicable under Section 409A. Any actions hereunder will comply with, or be exempt from, Section 409A to the extent determined by the Committee to be applicable in their entirety, as near as reasonably may be. In connection with a Merger Event and upon Xxxxxx’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Holder would have received if Holder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such considerationpracticable. The provisions Company will have no obligation to treat all Awards, all Awards held by a Participant, or all Awards of this Section 6(a) shall similarly apply to successive Merger Eventsthe same type, similarly.

Merger or Reorganization. If at any time there shall be Merger Event, then, prior to closing of such Merger Event, lawful provision shall be made so that Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, (i) the number of shares of Stock or Underlying Securities that Holder would have received in connection with such Merger Event if Holder had exercised this Warrant immediately prior to the Merger Event, or (ii) the number of shares of stock or other equity interests Holder would be entitled to receive if the surviving entity in such Merger Event assumed this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of Holder after the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, as near as reasonably may be. In connection with a Merger Event and upon XxxxxxHxxxxx’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Holder would have received if Holder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 6(a) shall similarly apply to successive Merger Events.

Merger or Reorganization. If at any time while this Warrant is outstanding there shall be Merger Eventany (i) reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, or (ii) a sale or transfer of all or substantially all of the Company’s properties and assets to any other corporation or other entity (an “Asset Sale”) then, prior to closing as a part of such Merger EventReorganization or Asset Sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, (i) the number kind and amount of shares securities, cash or other property of Stock the successor corporation or Underlying Securities other entity resulting from such Reorganization or Asset Sale, equivalent in value to that Holder which a holder of the Shares deliverable upon exercise of this Warrant would have received been entitled in such Reorganization or Asset Sale if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization or Asset Sale. The foregoing provision of this Section 6(a) shall similarly apply to successive Reorganizations or Asset Sales and to the stock or securities of any other corporation or other entity that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder for shares in connection with any such Merger Event if Holder had exercised this Warrant immediately prior to transaction is in a form other than cash or marketable securities, then the Merger Event, or (ii) value of such consideration shall be determined in good faith by the number Company’s Board of shares of stock or other equity interests Holder would be entitled to receive if the surviving entity in such Merger Event assumed this WarrantDirectors. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation (or, in the case of an Asset Sale, the Company’s Board of Directors and reasonably acceptable to HolderDirectors)) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Merger Event such Reorganization to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entiretyafter the event, as near as reasonably may be. In connection with a Merger Event and , in relation to any shares or other securities deliverable after that event upon Xxxxxx’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Holder would have received if Holder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 6(a) shall similarly apply to successive Merger EventsWarrant.

Merger or Reorganization. If at any time there In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be Merger Eventsubject to the agreement of merger or reorganization. Subject to compliance with Section 409A, thento the extent applicable, prior to closing such agreement may provide for, without limitation, one or more of such Merger Event, lawful provision shall be made so that Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, the following: (i) The continuation of the number outstanding Awards by the Company, if the Company is a surviving corporation; (ii) The assumption of shares the outstanding Awards by the surviving corporation or its parent or subsidiary; (iii) The substitution by the surviving corporation or its parent or subsidiary of Stock its own awards for the outstanding Awards; (iv) Immediate vesting, exercisability, or Underlying Securities that Holder would have received in connection with settlement of outstanding Awards followed by the cancellation of such Merger Event if Holder had exercised this Warrant Awards upon or immediately prior to the Merger Eventeffectiveness of such transaction; (v) Cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the merger or reorganization, in exchange for such cash or equity consideration (iiincluding no consideration) as the number Committee, in its sole discretion, may consider appropriate; or (vi) Settlement of shares the intrinsic value of stock the outstanding Awards (whether or other not then vested or exercisable) in cash or cash equivalents or equity interests Holder would be entitled (including cash or equity subject to receive deferred vesting and delivery consistent with the vesting restrictions applicable to such Awards or the underlying Shares) followed by the cancellation of such Awards (and, for the avoidance of doubt, if as of the surviving entity in such Merger Event assumed this Warrant. In any such case, appropriate adjustment (as determined date of the occurrence of the transaction the Committee determines in good faith by that no amount would have been attained upon the Company’s Board of Directors and reasonably acceptable to Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of Holder after the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase Award or realization of the Participant’s rights) shall continue , then such Award may be terminated by the Company without payment), provided that any such amount may be delayed to the same extent that payment of consideration to the holders of Stock in connection with the merger or reorganization is delayed as a result of escrows, earnouts, holdbacks or other contingencies; in each case without the Participant’s consent. Any acceleration of payment of an amount that is subject to Section 409A will be delayed, if necessary, until the earliest time that such payment would be permissible under Section 409A without triggering any additional taxes applicable under Section 409A. Any actions hereunder will comply with, or be exempt from, Section 409A to the extent determined by the Committee to be applicable in their entirety, as near as reasonably may be. In connection with a Merger Event and upon Xxxxxx’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Holder would have received if Holder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such considerationpracticable. The provisions Company will have no obligation to treat all Awards, all Awards held by a Participant, or all Awards of this Section 6(a) shall similarly apply to successive Merger Eventsthe same type, similarly.

Merger or Reorganization. If at any time there shall be Merger Eventany reorganization, recapitalization, merger, spin-off or consolidation, or transaction or exchange of Units or other corporate exchange, or any extraordinary distribution to members of the Company (which shall not, for the avoidance of doubt, include any tax distributions) (a “Reorganization”), involving the Company, including a Pubco IPO (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which Units are converted into or exchanged for or exchangeable for securities, cash or other property, then, prior to closing as a part of such Merger EventReorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, (i) the number kind and amount of shares securities, cash or other property of Stock or Underlying Securities the successor corporation resulting from such Reorganization, equivalent in value to that Holder which a holder of the Units deliverable upon exercise of this Warrant would have received been entitled in connection with such Merger Event Reorganization if Holder the right to purchase the Units hereunder had been exercised this Warrant immediately prior to such Reorganization. For the Merger Eventavoidance of doubt, or (ii) in the number event of a Pubco IPO, the Warrant shall be exercisable for shares of Class A common stock or other equity interests Holder would of Pubco based upon the value per Unit as it may be entitled exchangeable into Pubco Class A common stock (and subject to receive if the surviving entity in such Merger Event assumed this Warrantappropriate adjustments as set forth herein). In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Mangers or Directors and reasonably acceptable to Holderof the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Merger Event such Reorganization to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entiretyafter the event, as near as reasonably may be, in relation to any Units or other securities deliverable after that event upon the exercise of this Warrant. In connection with Wherever the term Units is used herein in reference to a Merger Event and upon Xxxxxx’s written election time after a Pubco IPO, it shall be deemed to refer instead to the CompanyClass A common stock Pubco, the Company shall cause this Warrant to be exchanged for the consideration that Holder would have received if Holder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 6(a) shall similarly apply to successive Merger Eventsas applicable.

Merger or Reorganization. If at any time there shall be Merger Eventa Fundamental Transaction (as defined below) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s Common Stock are converted into or exchanged for securities, cash or other property, then, prior to closing as a part of such Merger EventFundamental Transaction, lawful provision shall be made so that the Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, (i) the number kind and amount of shares securities, cash or other property of Stock or Underlying Securities the successor corporation resulting from such Fundamental Transaction, equivalent in value to that Holder which a holder of the Shares deliverable upon exercise of this Warrant would have received been entitled in connection with such Merger Event Fundamental Transaction if Holder the right to purchase the Shares hereunder had been exercised this Warrant immediately prior to the Merger Event, or (ii) the number of shares of stock or other equity interests Holder would be entitled to receive if the surviving entity in such Merger Event assumed this WarrantFundamental Transaction. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to Holderof the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Merger Event such Fundamental Transaction to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entiretyafter the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant. In connection with a Merger Event and upon Xxxxxx’s written election to For purposes hereof, “Fundamental Transaction” means that (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company shall cause this Warrant with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to be which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the consideration that Holder would have received if Holder had chosen to exercise its right to have Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares issued pursuant to of Common Stock (not including any shares of Common Stock held by the Net Issuance provisions of this Warrant without actually exercising other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 6(a) shall similarly apply to successive Merger Eventsstock or share purchase agreement or other business combination).

Merger or Reorganization. If at any time there shall be Merger Event, then, prior to closing of such Merger Event, lawful provision shall be made so that Holder shall thereafter be entitled to receive at its election, upon exercise of this Warrant, (i) the number of shares of Stock or Underlying Securities that Holder would have received in connection with such Merger Event if Holder had exercised this Warrant immediately prior to the Merger Event, Event or (ii) the number of shares of stock or other equity interests Holder would be entitled to receive if the surviving entity in such Merger Event assumed this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors and reasonably acceptable to Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of Holder after the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price, the ability of Holder to elect the class and series of Stock as set forth in the definition thereof, and adjustments to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Warrant in relation to any Underlying Securities thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, as near as reasonably may beand to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Warrant. In connection with a Merger Event and upon Xxxxxx’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Holder would have received if Holder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Section 2(b) without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 6(a) shall similarly apply to successive Merger Events. The requirements of this Section 6(a) shall not be applicable in connection with a Qualified Merger which, pursuant to Section 7, would result in the termination of this Warrant.