Common use of Treatment of Company Options and Company Warrants Clause in Contracts

Treatment of Company Options and Company Warrants. (i) Parent shall not assume any Company Options or Company Warrants. The Company shall cause the termination, effective immediately prior to the Effective Time, of all outstanding Company Options and Company Warrants that then remain unexercised so that no Company Options or Company Warrants remain outstanding immediately prior to the Effective Time. Thereafter, the holders of Company Options and Company Warrants shall, as of the Effective Time, cease to have any further right or entitlement to acquire any Company Shares or any shares of capital stock or other securities of Parent or the Surviving Corporation under the terminated Company Options or Company Warrants. (ii) The Company shall cause the termination, effective immediately prior to the Effective Time, of all Plans. (iii) The Company shall obtain all consents necessary to cause the termination of all Company Options and Company Warrants as provided under subparagraph (i) above. The Company shall take all other actions necessary or appropriate so that, immediately prior to the Effective Time and as a result of the Merger, (i) no options, warrants or other rights to acquire any Company Shares or any securities, debt or other rights convertible into or exchangeable or exercisable for Company Shares are outstanding, (ii) no person holding Company Shares, Company Options or Company Warrants shall, on and after the Closing, have any right, title or interest in or to the Company or the Surviving Corporation or any securities of the Company or the Surviving Corporation, other than, in the case of the holders of Company Shares, the right to payments in the manner described in this Agreement, and (iii) no person holding Company Shares, Company Options or Company Warrants shall by virtue of any such securities have any right to acquire any securities of Parent other than in the case of holders of Company Shares, the right to receive Earnout Warrants if the conditions to distribution set forth therein shall have been satisfied and such holders otherwise qualify to receive such Earnout Warrants.

Treatment of Company Options and Company Warrants. (ia) Parent Prior to the Closing, the Company Board shall not assume any adopt such resolutions and use its reasonable best efforts to take such other actions permitted under applicable law or the terms of the Company Options or as may be required to adjust the terms of all Vested Company Warrants. The Options and Unvested Company Options as necessary to provide that, at the Merger Effective Time, each Company Option shall cause be converted into an option to acquire, subject to substantially the terminationsame terms and conditions as were applicable under such Company Option, effective the number of PubCo Ordinary Shares (rounded down to the nearest whole share), determined by multiplying the number of Company Common Shares subject to such Company Option as of immediately prior to the Merger Effective Time by the Company Exchange Ratio, at an exercise price per Company Common Share (rounded up to the nearest whole cent) equal to (x) the exercise price per Company Common Share of such Company Option divided by (y) the Company Exchange Ratio (a “Converted Stock Option”). (b) Prior to the Closing, the Company Board shall adopt such resolutions and use its reasonable best efforts to take such other actions permitted under applicable law or the terms of the Company Warrants as may be required to adjust the terms of all Vested Company Warrants and Unvested Company Warrants as necessary to provide that, at the Merger Effective Time, each Company Warrant shall be converted into a warrant to acquire, subject to substantially the same terms and conditions as were applicable under such Company Warrant, the number of all outstanding PubCo Ordinary Shares (rounded down to the nearest whole share), determined by multiplying the number of Company Options and Common Shares subject to such Company Warrants that then remain unexercised so that no Company Options or Company Warrants remain outstanding Warrant as of immediately prior to the Merger Effective Time. ThereafterTime by the Company Exchange Ratio, at an exercise price per Company Common Share (rounded up to the holders nearest whole cent) equal to (x) the exercise price per Company Common Share of such Company Options and warrant divided by (y) the Company Warrants shall, as of the Effective Time, cease to have any further right or entitlement to acquire any Company Shares or any shares of capital stock or other securities of Parent or the Surviving Corporation under the terminated Company Options or Company WarrantsExchange Ratio (a “Converted Warrant”). (iic) The Company shall cause At the termination, effective immediately prior to the Effective Time, of all Plans. (iii) The Company shall obtain all consents necessary to cause the termination of all Company Options and Company Warrants as provided under subparagraph (i) above. The Company shall take all other actions necessary or appropriate so that, immediately prior to the Effective Time and as a result consummation of the MergerShare Swap, (i) no options, warrants or other rights to acquire any Company Shares or any securities, debt or other rights convertible into or exchangeable or exercisable for Company Shares are outstanding, (ii) no person holding Company Shares, Company Options or Company Warrants shall, on and after the Closing, have any right, title or interest in or to the Company or the Surviving Corporation or any securities PubCo shall assume all obligations of the Company or under the Surviving Corporation, other than, applicable equity incentive plan in respect of each outstanding Converted Stock Option and Converted Warrant and the case of agreements evidencing the holders of Company Shares, the right to payments in the manner described in this Agreement, and (iii) no person holding Company Shares, Company Options or Company Warrants shall by virtue of any such securities have any right to acquire any securities of Parent other than in the case of holders of Company Shares, the right to receive Earnout Warrants if the conditions to distribution set forth therein shall have been satisfied and such holders otherwise qualify to receive such Earnout Warrantsgrants thereof.

Treatment of Company Options and Company Warrants. (ia) Parent shall not assume any Company Options or Company Warrants. The Company shall cause the termination, effective immediately Immediately prior to the Effective Time, of all each outstanding Company Options Option shall become fully vested and exercisable in full. At the Effective Time, each outstanding Company Option shall be cancelled and converted into the right to receive for each share of Company Common Stock subject to such Company Option, the sum of (i) (A) the Per Share Remaining Closing Merger Consideration Amount minus (B) the exercise price of such Company Option (the “Closing Net Option Payment”), plus (ii) the Per Share Escrow Release Amount, if any, plus (iii) the Per Share Expense Fund Distribution Amount, if any, plus (iv) the Per Share Earn-out Payment Amounts, if any, plus (v) the Per Share Excess Payment Amount, if any (it being understood that, if the exercise price payable in respect of a share of Company Common Stock subject to any Company Option exceeds the sum of the Per Share Remaining Closing Merger Consideration Amount, the Per Share Escrow Release Amount, the Per Share Expense Fund Distribution Amount, the Per Share Excess Payment Amount and all Per Share Earn-out Payment Amounts, if any, then the amount payable hereunder with respect to such Company Option shall be zero). Within five (5) Business Days after the Closing, Parent shall, or shall cause the Surviving Corporation to, pay to each of the holders of Company Options, the applicable Closing Net Option Payment, if any, for each share underlying such holder’s Company Options, less any required withholding of Taxes under applicable Law. On the date on which the Per Share Escrow Release Amount, the Per Share Expense Fund Distribution Amount, the Per Share Earn-out Payment Amounts, or the Per Share Excess Payment Amount, if any, are payable to holders of Company Capital Stock pursuant to Section 1.6, Parent shall, or shall cause the Surviving Corporation to, disburse the corresponding amounts under this Section 1.8 due to such former holders of Company Options, less any required withholding of Taxes under applicable Law. Prior to the Effective Time, the Company shall take all actions reasonably necessary to effect the transactions set forth in this Section 1.8(a), including delivering any notice required by the terms of the Company Incentive Plan. (b) At the Effective Time, each unexercised Company Warrant whose holder thereof has executed and delivered a Warrant Letter Agreement prior to the Effective Time shall be cancelled and converted into the right to receive for each share of Series B Preferred Stock subject to such Company Warrant, the sum of (i) (A) the Per Share Series B Closing Merger Consideration Amount minus (B) the exercise price of such Company Warrant (the “Closing Net Warrant Payment”), plus (ii) the Per Share Escrow Release Amount, if any, plus (iii) the Per Share Expense Fund Distribution Amount, if any, plus (iv) the Per Share Earn-out Payment Amounts, if any, plus (v) the Per Share Excess Payment Amount, if any (it being understood that, if the exercise price payable in respect of a share of Series B Preferred Stock subject to any Company Warrant exceeds the sum of the Per Share Series B Closing Merger Consideration Amount, the Per Share Escrow Release Amount, the Per Share Expense Fund Distribution Amount, the Per Share Excess Payment Amount and all Per Share Earn-out Payment Amounts, if any, then the amount payable hereunder with respect to such Company Warrant shall be zero). Within five (5) Business Days after the Closing, Parent shall, or shall cause the Surviving Corporation to, pay to each of the holders of Company Warrants that then remain unexercised so that no Company Options or who has executed a Warrant Letter Agreement in respect of such holders’ Company Warrants remain outstanding immediately prior to the Effective Time. Thereafter, the applicable Closing Net Warrant Payment, less any required withholding of Taxes under applicable Law. On the date on which the Per Share Escrow Release Amount, the Per Share Expense Fund Distribution Amount, the Per Share Earn-out Payment Amounts or the Per Share Excess Payment Amount, if any, are payable to holders of Company Capital Stock pursuant to Section 1.6, Parent shall, or shall cause the Surviving Corporation to, disburse the corresponding amounts under this Section 1.8 due to such former holders of Company Warrants who executed a Warrant Letter Agreement in respect of such holders’ Company Warrants prior to the Effective Time, less any required withholding of Taxes under applicable Law. At the Effective Time, each unexercised Company Warrant whose holder thereof has not executed and delivered a Warrant Letter Agreement prior to the Effective Time shall be subject to automatic “cashless exercise” pursuant to the terms of the respective Company Warrant, the respective Company Warrant shall terminate, and the holder will be deemed to be the holder of the number and type of shares of Company Capital Stock as of the Effective Time as provided for in the Company Warrant upon such automatic “cashless exercise.” (c) As promptly as practicable following the Agreement Date and in any event not later than three (3) Business Days thereafter, the Company shall mail to each holder of a Company Warrant a letter agreement substantially in the form attached as Exhibit B (a “Warrant Letter Agreement”) and instructions for completing, executing and returning such Warrant Letter Agreement. (d) For purposes of clarification, it is the intent of Parent, Merger Sub, the Company and the Company Securityholders that the inclusion of clause (b) in the definition of “Closing Merger Consideration” would not increase the actual total Merger Consideration paid hereunder by Parent (as the inclusion of such clause (b) provides for an effective allocation of the cash amount of such exercise prices referenced in such clause (b) to Company Stakeholders other than holders of Company Options and Company Warrants shall, in their capacities as such holders and such exercise prices referenced in such clause (b) constitutes a reduction in the amount paid to holders of the Effective Time, cease to have any further right or entitlement to acquire any Company Shares or any shares of capital stock or other securities of Parent or the Surviving Corporation under the terminated Company Options or Company Warrants. (ii) The Company shall cause the termination, effective immediately prior to the Effective Time, of all Plans. (iii) The Company shall obtain all consents necessary to cause the termination of all Company Options and Company Warrants in their capacities as provided under subparagraph (i) above. The Company shall take all other actions necessary or appropriate so that, immediately prior to the Effective Time and as a result of the Merger, (i) no options, warrants or other rights to acquire any Company Shares or any securities, debt or other rights convertible into or exchangeable or exercisable for Company Shares are outstanding, (ii) no person holding Company Shares, Company Options or Company Warrants shall, on and after the Closing, have any right, title or interest in or to the Company or the Surviving Corporation or any securities of the Company or the Surviving Corporation, other than, such holders in the case calculation of the holders of Company Shares, the right to payments in the manner described in this Agreement, “Closing Net Option Payment” and (iii) no person holding Company Shares, Company Options or Company Warrants shall by virtue of any such securities have any right to acquire any securities of Parent other than in the case of holders of Company Shares, the right to receive Earnout Warrants if the conditions to distribution set forth therein shall have been satisfied and such holders otherwise qualify to receive such Earnout Warrants“Closing Net Warrant Payment”).

Treatment of Company Options and Company Warrants. (ia) Parent shall not assume any Company Options or Company Warrants. The Company shall cause the termination, effective immediately Immediately prior to the Effective Time, each Company Option that is then outstanding (whether such Company Option is vested or unvested, but not to the extent it has theretofore been exercised) shall be converted, in settlement and cancellation thereof, into (i) the right to receive the Closing Per Option Consideration for each share of all outstanding Company Common Stock subject to such Company Option and (ii) the portion of the Future Payments allocated to such Company Option pursuant to the terms of this Agreement, in each case subject to withholding as provided in Section 2.2. Upon such conversion any such cancelled Company Option shall no longer be exercisable by the holder thereof for shares of Company Common Stock (or any other Equity Interest), but shall only entitle such holder to the Closing Per Option Consideration and the portion of the Future Payments allocated to such Company Option pursuant to the terms of this Agreement, as described in the preceding sentence. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (b) On the Closing Date or as soon thereafter as practicable, the Buyer shall cause the Surviving Corporation to pay to each holder of Company Options and cash in an amount equal to the Closing Per Option Consideration for each Company Warrants Option held by such holder of Company Options, in accordance with the Closing Date Allocation Schedule, reduced by any applicable withholding; provided, that then remain unexercised so that no the Buyer shall use commercially reasonable efforts to cause such payment to take place within three (3) Business Days after the Closing Date. The Buyer shall cause the Surviving Corporation to pay to each holder of Company Options or Company Warrants remain outstanding immediately prior any amounts payable with respect to each Future Payment (reduced by applicable withholding) (i) concurrently with the Effective Time. Thereafter, payment of such Future Payments to the holders of Company Options Stock and (ii) in accordance with the Closing Date Allocation Schedule. (c) As soon as practicable following the execution of this Agreement, the Company Warrants shallshall mail to each holder of a Company Option or a Company Warrant a letter describing the treatment of such Company Option or Company Warrant, as of the case may be, pursuant to this Section 2.6. The Buyer shall have reasonable advance opportunity to review and provide comments on such letters before they are mailed. (d) At the Effective Time, cease to have any further right or entitlement to acquire any Company Shares or any shares of capital stock or other securities of Parent or the Surviving Corporation under the terminated Company Options or Company Warrants. (ii) The Company shall cause each Company Warrant that is then outstanding to be cancelled and shall cause such warrant to cease to exist and no payment or consideration shall be delivered in exchange therefor. As soon as practicable following the termination, effective immediately prior to the Effective Time, execution of all Plans. (iii) The Company shall obtain all consents necessary to cause the termination of all Company Options and Company Warrants as provided under subparagraph (i) above. The Company shall take all other actions necessary or appropriate so that, immediately prior to the Effective Time and as a result of the Merger, (i) no options, warrants or other rights to acquire any Company Shares or any securities, debt or other rights convertible into or exchangeable or exercisable for Company Shares are outstanding, (ii) no person holding Company Shares, Company Options or Company Warrants shall, on and after the Closing, have any right, title or interest in or to the Company or the Surviving Corporation or any securities of the Company or the Surviving Corporation, other than, in the case of the holders of Company Shares, the right to payments in the manner described in this Agreement, and (iii) no person holding the Company Shares, shall mail to each holder of a Company Options or Warrant a letter describing the treatment of such Company Warrants shall by virtue of any such securities have any right Warrant pursuant to acquire any securities of Parent other than in the case of holders of Company Shares, the right to receive Earnout Warrants if the conditions to distribution set forth therein shall have been satisfied and such holders otherwise qualify to receive such Earnout Warrantsthis Section 2.5.