Common use of Seller Warrants Clause in Contracts

Seller Warrants. (i) Prior to the Initial Payment Time, Seller shall take such actions as it deems necessary or desirable to provide that each Seller Warrant outstanding immediately prior to the Initial Payment Time be cancelled, terminated and extinguished at the Initial Payment Time in exchange for the right to receive the consideration set forth in Section 2.3(c)(ii). (ii) Pursuant to the terms and subject to the conditions set forth herein and subject to such Seller Warrant Holder’s execution of a Warrant Holder Acknowledgment Agreement in the form of Exhibit H-2 (a “Warrant Holder Acknowledgement Agreement”), at the Initial Payment Time, Seller shall pay to each Seller Warrant Holder an amount in cash per Seller Warrant equal to the result of the product of (A) the aggregate number of shares of Seller Common Stock attributable to such Seller Warrant Xxxxxx’s Seller Warrants as of immediately prior to the US-DOCS\131312541.20 Initial Payment Time, multiplied by (B) the difference between (x) the Per Share Amount minus (y) the applicable strike price per share of such Seller Warrant. A Seller Warrant eligible to receive the payments pursuant to this Section 2.3(d) is referred to herein as an “In-the-Money Seller Warrant.” (iii) If the strike price per share of any Seller Warrant is equal to or greater than the Per Share Amount (each an “Out-of-the-Money Seller Warrant”), such Seller Warrant shall be cancelled without any cash payment being made in respect thereof. (iv) Upon the surrender and cancellation of each Seller Warrant in accordance with this Section 2.3(d), each Seller Warrant Holder shall cease to have any rights with respect thereto, except the right to receive from Buyer the consideration payable with respect thereto pursuant to this Section 2.3(d). (v) Prior to the Initial Payment Time, Seller shall take all actions reasonably necessary to effect the transactions contemplated by this Section 2.3(d), including any actions as may be required under Seller Warrants and any other applicable arrangement of Sellers (whether written or oral, formal or informal), including delivering all notices required thereby. Materials to be submitted to the Seller Warrant Holders in connection with any notice required under this Section 2.3(d) shall be subject to review and comment by Buyer (which comments shall be considered by Seller in good faith), which review shall not be unreasonably withheld, conditioned or delayed. In the event the Closing Seller Warrant Consideration is not paid by Seller or the Company prior to the Closing pursuant to this Section 2.3(d), Buyer shall cause the Company to pay such amounts to the Seller Warrant Holders as soon as reasonably practicable following the Closing in accordance with this Section 2.3(d). The Company’s payment of the Closing Seller Warrant Consideration shall completely satisfy Buyer’s payment obligations to Seller and to any Seller Warrant Holder with respect to that portion of the Transaction Consideration otherwise payable by Seller that is paid by the Company or any Company Subsidiary to the Seller Warrant Holders with regard to the Seller Warrants.

Seller Warrants. (ia) Prior to At the Initial Payment Effective Time, all rights with respect to Seller Common Stock pursuant to warrants issued by the Seller (the “Seller Warrants”), which are outstanding and not cancelled at the Effective Time, shall take such actions as it deems necessary or desirable be converted into and become rights with respect to provide that Buyer Common Stock, and Buyer shall assume each Seller Warrant outstanding in accordance with the terms of the applicable Seller warrant agreement by which it is evidenced (the “Converted Warrants”); provided, however, that prior to the Effective Time each holder of Seller Warrants may agree to cancel, immediately prior to the Initial Payment Time be cancelledEffective Time, terminated and extinguished at any Seller Warrants held by such Person as of the Initial Payment Time date hereof, in exchange for the right to receive the consideration set forth in Section 2.3(c)(ii). (ii) Pursuant to the terms and subject to the conditions set forth herein and subject to such Seller Warrant Holder’s execution of a Warrant Holder Acknowledgment Agreement in the form of Exhibit H-2 (a “Warrant Holder Acknowledgement Agreement”), cash payment at the Initial Payment Time, Seller shall pay to each Seller Warrant Holder an amount in cash per Seller Warrant Closing equal to the result of the product of obtained by multiplying (A1) the aggregate number of shares of Seller Common Stock attributable underlying such Person’s Seller Warrants, by (2) $1.00 (the Cash Consideration less the exercise price per share under such Seller Warrant), by entering into a Warrant Cash-Out Agreement in the form of Exhibit C prior to the Effective Time. From and after the Effective Time, (i) each Seller Warrant that is not subject to a Warrant Cash-Out Agreement shall be assumed by Buyer and may be exercised after the Effective Time solely for shares of Buyer Common Stock; (ii) the number of shares of Buyer Common Stock subject to the Converted Warrants shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Warrant Xxxxxx’s Seller Warrants as of immediately prior to the US-DOCS\131312541.20 Initial Payment Time, Effective Time multiplied by the Exchange Ratio; provided, that any fractional shares of Buyer Common Stock subject to the Converted Warrants shall be exchanged for cash (Bwithout interest) the difference between (x) the Per Share Amount minus (y) the applicable strike price per in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Seller Converted Warrant. A Seller Warrant eligible to receive the payments pursuant to this Section 2.3(d) is referred to herein as an “In-the-Money Seller Warrant.” , and (iii) If the strike price per share of any Seller Warrant is equal to or greater than the Per Share Amount (exercise price under each an “Out-of-the-Money Seller Warrant”), such Seller Warrant shall be cancelled without any cash payment being made in respect thereofadjusted by dividing the per share exercise price under each such Seller Warrant by the Exchange Ratio and rounding down to the nearest cent. (ivb) Upon Seller’s Board of Directors and its compensation committee shall not make any grants of Seller Warrants following the surrender and cancellation execution of each Seller Warrant in accordance with this Section 2.3(d), each Seller Warrant Holder shall cease to have any rights with respect thereto, except the right to receive from Buyer the consideration payable with respect thereto pursuant to this Section 2.3(d)Agreement. (vc) Prior Seller’s Board of Directors or its compensation committee shall make such adjustments and amendments to or make such determinations with respect to the Initial Payment Time, Seller shall take all actions reasonably Warrants necessary to effect the transactions contemplated by foregoing provisions of this Section 2.3(d), including any actions as may be required under Seller Warrants and any other applicable arrangement of Sellers (whether written or oral, formal or informal), including delivering all notices required thereby. Materials to be submitted to the Seller Warrant Holders in connection with any notice required under this Section 2.3(d) shall be subject to review and comment by Buyer (which comments shall be considered by Seller in good faith), which review shall not be unreasonably withheld, conditioned or delayed. In the event the Closing Seller Warrant Consideration is not paid by Seller or the Company prior to the Closing pursuant to this Section 2.3(d), Buyer shall cause the Company to pay such amounts to the Seller Warrant Holders as soon as reasonably practicable following the Closing in accordance with this Section 2.3(d). The Company’s payment of the Closing Seller Warrant Consideration shall completely satisfy Buyer’s payment obligations to Seller and to any Seller Warrant Holder with respect to that portion of the Transaction Consideration otherwise payable by Seller that is paid by the Company or any Company Subsidiary to the Seller Warrant Holders with regard to the Seller Warrants3.5.

Seller Warrants. (ia) Prior to At the Initial Payment Effective Time, all rights with respect to Seller Common Stock pursuant to warrants issued by the Seller (the “Seller Warrants”), which are outstanding and not cancelled at the Effective Time, shall take such actions as it deems necessary or desirable be converted into and become rights with respect to provide that Buyer Common Stock, and Buyer shall assume each Seller Warrant outstanding in accordance with the terms of the applicable Seller warrant agreement by which it is evidenced (the “Converted Warrants”); provided, however, that prior to the Effective Time each holder of Seller Warrants may agree to cancel, immediately prior to the Initial Payment Time be cancelledEffective Time, terminated and extinguished at any Seller Warrants held by such Person as of the Initial Payment Time date hereof, in exchange for the right to receive the consideration set forth in Section 2.3(c)(ii). (ii) Pursuant to the terms and subject to the conditions set forth herein and subject to such Seller Warrant Holder’s execution of a Warrant Holder Acknowledgment Agreement in the form of Exhibit H-2 (a “Warrant Holder Acknowledgement Agreement”), cash payment at the Initial Payment Time, Seller shall pay to each Seller Warrant Holder an amount in cash per Seller Warrant Closing equal to the result of the product of obtained by multiplying (A1) the aggregate number of shares of Seller Common Stock attributable underlying such Person’s Seller Warrants, by (2) $1.00 (the Cash Consideration less the exercise price per share under such Seller Warrant), by entering into a Warrant Cash-Out Agreement in the form of Exhibit C prior to the Effective Time. From and after the Effective Time, (i) each Seller Warrant that is not subject to a Warrant Cash-Out Agreement shall be assumed by Buyer and may be exercised after the Effective Time solely for shares of Buyer Common Stock; (ii) the number of shares of Buyer Common Stock subject to the Converted Warrants shall be equal to the product of the number of shares of Seller Common Stock subject to such Seller Warrant Xxxxxx’s Seller Warrants as of immediately prior to the US-DOCS\131312541.20 Initial Payment Time, Effective Time multiplied by the Exchange Ratio; provided, that any fractional shares of Buyer Common Stock subject to the Converted Warrants shall be exchanged for cash (Bwithout interest) the difference between (x) the Per Share Amount minus (y) the applicable strike price per in an amount equal to such fractional part of a share of Buyer Common Stock multiplied by Final Buyer Stock Price less the exercise price of such Seller Converted Warrant. A Seller Warrant eligible to receive the payments pursuant to this Section 2.3(d) is referred to herein as an “In-the-Money Seller Warrant.” , and (iii) If the strike price per share of any Seller Warrant is equal to or greater than the Per Share Amount (exercise price under each an “Out-of-the-Money Seller Warrant”), such Seller Warrant shall be cancelled without any cash payment being made in respect thereof. (iv) Upon adjusted by dividing the surrender and cancellation of per share exercise price under each such Seller Warrant in accordance with this Section 2.3(d), each Seller Warrant Holder shall cease to have any rights with respect thereto, except by the right to receive from Buyer the consideration payable with respect thereto pursuant to this Section 2.3(d). (v) Prior Exchange Ratio and rounding down to the Initial Payment Time, Seller shall take all actions reasonably necessary to effect the transactions contemplated by this Section 2.3(d), including any actions as may be required under Seller Warrants and any other applicable arrangement of Sellers (whether written or oral, formal or informal), including delivering all notices required thereby. Materials to be submitted to the Seller Warrant Holders in connection with any notice required under this Section 2.3(d) shall be subject to review and comment by Buyer (which comments shall be considered by Seller in good faith), which review shall not be unreasonably withheld, conditioned or delayed. In the event the Closing Seller Warrant Consideration is not paid by Seller or the Company prior to the Closing pursuant to this Section 2.3(d), Buyer shall cause the Company to pay such amounts to the Seller Warrant Holders as soon as reasonably practicable following the Closing in accordance with this Section 2.3(d). The Company’s payment of the Closing Seller Warrant Consideration shall completely satisfy Buyer’s payment obligations to Seller and to any Seller Warrant Holder with respect to that portion of the Transaction Consideration otherwise payable by Seller that is paid by the Company or any Company Subsidiary to the Seller Warrant Holders with regard to the Seller Warrantsnearest cent.

Seller Warrants. (ia) Prior Seller shall use its reasonable best efforts to obtain from each holder of a then-outstanding Seller Warrant, no later than five (5) Business Days prior to the Initial Payment TimeClosing, Seller shall take either (x) a written acknowledgement with regard to the cancellation of such actions as it deems necessary or desirable to provide that each Seller Warrant outstanding immediately prior to the Initial Payment Effective Time and the payment therefor in accordance with the terms of Section 3.09(a)(i) below (a “Warrant Cancellation Notice”), or (y) a written notice of providing for the exercise (for cash or cashless) effective immediately prior to the Effective Time of such Seller Warrant holder’s Seller Warrant in accordance with the terms of Section 3.09(a)(ii) below (a “Warrant Exercise Notice”). (i) Each outstanding Seller Warrant for which a Warrant Cancellation Notice has been received pursuant to Section 3.09(a) above shall be cancelled, terminated and extinguished at the Initial Payment Time canceled in exchange for the right to receive of the consideration set forth in Section 2.3(c)(ii). (ii) Pursuant to the terms and subject to the conditions set forth herein and subject to holder of such Seller Warrant Holder’s execution of to receive from Purchaser Parent a Warrant Holder Acknowledgment Agreement in the form of Exhibit H-2 (a “Warrant Holder Acknowledgement Agreement”)single lump sum cash payment, at the Initial Payment Time, Seller shall pay to each Seller Warrant Holder an amount in cash per Seller Warrant equal to the result of the product of (Ax) the aggregate number of shares of Seller Common Stock attributable subject to such Seller Warrant Xxxxxx’s (on an as-converted basis in the case of Seller Warrants as of Preferred Stock Warrants) immediately prior to the US-DOCS\131312541.20 Initial Payment Effective Time, and (y) the excess, if any, of (A) the Purchaser Parent Average Share Price multiplied by the Exchange Ratio over (B) the difference between (x) the Per Share Amount minus (y) the applicable strike exercise price per share of Seller Common Stock of such Seller WarrantWarrant (on an as-converted basis in the case of Seller Preferred Stock Warrants), less any applicable Taxes required to be withheld with respect to such payment. A Seller Warrant eligible to receive the payments pursuant to this Section 2.3(d) is referred to herein as an “In-the-Money Seller Warrant.” (iii) If the strike exercise price per share of any such Seller Warrant (on an as-converted basis, in the case of Seller Preferred Stock Warrant) is equal to or greater than the Per Purchaser Parent Average Share Amount (each an “Out-of-the-Money Seller Warrant”)Price multiplied by the Exchange Ratio, such Seller Warrant shall be cancelled canceled without any cash payment being made in respect thereof. (ivii) Upon the surrender and cancellation of each Each outstanding Seller Warrant in accordance with for which a Warrant Exercise Notice has been received pursuant to Section 3.09(a) above shall be deemed exercised, and the shares of Seller Capital Stock issuable upon exercise of such Seller Warrant shall be deemed issued immediately prior to the Effective Time. At the Effective Time, the shares of Seller Capital Stock issued pursuant to this Section 2.3(d), each Seller Warrant Holder 3.09(a)(ii) shall cease to have any rights with respect thereto, except be converted into the right to receive from Buyer the consideration payable with respect thereto Merger Consideration pursuant to this Section 2.3(d3.01(b). (vb) Prior to the Initial Payment Time, Seller shall take all actions reasonably necessary to effect the transactions contemplated by this Section 2.3(d), including any actions as may be required under Seller Warrants and any other applicable arrangement of Sellers (whether written or oral, formal or informal), including delivering all notices required thereby. Materials to be submitted to the Seller Warrant Holders in connection with any notice required under this Section 2.3(d) shall be subject to review and comment by Buyer (which comments shall be considered by Seller in good faith), which review shall not be unreasonably withheld, conditioned or delayed. In the event the Closing that, for any outstanding Seller Warrant, Seller has not received a Warrant Consideration is not paid by Seller Cancellation Notice or the Company a Warrant Exercise Notice at least five (5) Business Days prior to the Closing pursuant to this Section 2.3(d)Closing, Buyer shall cause the Company to pay such amounts to the Seller Warrant Holders as soon as reasonably practicable following the Closing then in accordance with this Section 2.3(d). The Company’s payment the terms of the Closing such Seller Warrant, Purchaser Parent shall assume such Seller Warrant and shall be obligated to pay the Merger Consideration shall completely satisfy Buyer’s payment obligations to Seller and to any the holder of such Seller Warrant Holder upon exercise thereof in accordance with respect to that portion of the Transaction Consideration otherwise payable by Seller that is paid by the Company or any Company Subsidiary to the Seller Warrant Holders with regard to the Seller Warrantsits terms.