Common use of Treatment of Company Warrants Clause in Contracts

Treatment of Company Warrants. Prior to the Effective Time, the Company shall, in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02.

Treatment of Company Warrants. Prior to Effective as of the First Merger Effective Time, each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, in accordance as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the terms number and type of all unexercised the securities issuable upon exercise) to the applicable warrant agent and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders . Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the Merger and containing such other information as actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company reasonably determines to be required pursuant with respect to the terms of notification and related requirements under the agreements governing the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02.

Treatment of Company Warrants. Prior to the Effective Time, the Company shall, in accordance with the terms of all unexercised and unexpired warrants Each outstanding warrant to purchase Company Common Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the holders Closing (assuming for the purposes of this calculation, the cashless exercise of such Company WarrantsWarrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, informing a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such holders Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Merger Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and containing (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such other information as Company Converted Warrant may have been exercised immediately prior to the Company reasonably determines to be required pursuant to Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. At Also for the Effective Timeavoidance of doubt, each Company Warrantupon exercise, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Timeextent applicable, and not terminated pursuant the holder of any Company Converted Warrant shall be entitled to its terms receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in connection with lieu of an adjustment to the Merger, shall thereupon represent Exercise Price (as defined in the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law Company Warrants) in accordance with Section 2.05) to be paid to each former holder the terms of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02Converted Warrant.

Treatment of Company Warrants. Prior The Company Warrants shall not be assumed or continued by Parent or the Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, the Company shallWarrants (other than the [***] Warrants) shall automatically convert into the right to receive with respect to each share of Company Capital Stock subject thereto, (i) at the Closing, subject to Section 1.9, the product of (x)(A) the consideration payable for each share of Company Capital Stock pursuant to Section 1.7(a), minus (B) an amount in cash equal to the per share exercise price of such Company Warrants, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Warrants (assuming conversion of any Preferred Stock that may be purchasable pursuant to such Warrant) immediately prior to its cancellation (such payment to be net of withholdings, if any, and without interest) (ii) any cash disbursements required to be made from the Escrow Funds with respect to such Company Warrant (other than [***] Warrants) to such Company Warrantholder thereof (which shall exclude holders of [***] Warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), without interest, in each case in accordance with Section 1.10(d) and/or Section 1.15(f) (and the terms of the Escrow Agreements), as applicable, (iii) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Company Warrant (other than [***] Warrants) to such Company Warrantholder (which shall exclude holders of [***] Warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), without interest, in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”Section 1.15(e), deliver notices (iv) any cash disbursements required to be made from the Expense Fund Account with respect to such Company Warrant (other than [***] Warrants) to such Company Warrantholder (which shall exclude holders of [***] Warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), without interest, in accordance with Section 7.2(c), (v) the Per Share First Anniversary Payment Amount and (vi) the Per Share Second Anniversary Payment Amount. For the avoidance of doubt, payment to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant [***] Warrants shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this governed by Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.025.19 hereof.

Treatment of Company Warrants. Prior to Following the Effective Timedate hereof, the Company shall, shall use its commercially reasonable efforts to (x) request the holder of each Company Warrant that is outstanding and unexercised to exercise such Company Warrant in exchange for Company Shares in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company Warrant Agreement, and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to y) amend the terms of the Company WarrantsWarrants to allow for their exercise on a cashless basis. At Notwithstanding the Effective Timeforegoing, immediately following the consummation of the Share Exchange, each Company Warrant, whether vested or unvested and exercisable or unexercisable, Warrant that is issued, remains outstanding and unexercised shall become converted into and become a warrant exercisable to receive TopCo Common Shares and Company Earnout Shares, and TopCo shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Shares under the Company Warrants assumed by TopCo (each, an “Assumed Warrant”) shall thereupon be converted into rights with respect to TopCo Common Shares and Company Earnout Shares. Accordingly, from and after the consummation of the Share Exchange: (i) each Company Warrant assumed by TopCo may be exercised solely for TopCo Common Shares; (ii) the number of TopCo Common Shares subject to each Assumed Warrant shall be determined by multiplying the number of Company Common Shares that were subject to such Company Warrant immediately prior to the Effective Timeconsummation of the Arrangement by the Exchange Ratio, and not terminated pursuant to its terms in connection with rounding the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal resulting number down to the product, if any, nearest whole number of TopCo Common Shares; (iiii) the number per share exercise price for TopCo Common Shares issuable upon exercise of each Assumed Warrant shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Common Shares subject to such Company Warrant, as in effect immediately prior to the consummation of the Share Exchange (converted into U.S. Dollars by using the USD / CAD Exchange Rate), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; (iv) upon exercise of an Assumed Warrant, the holder thereof is entitled to receive the portion of the TopCo Class A Earnout Shares and the TopCo Class B Earnout Shares to be allocated to each Assumed Warrant upon exercise of each Assumed Warrant pursuant to and in accordance with Section 2.8 and the Allocation Schedule; and (iiv) the excess, if any, of the Merger Consideration over the exercise price per Share under such any restriction on any Company Warrant (assumed by TopCo shall continue in full force and effect and the “Warrant Consideration”); provided that, if the exercise price per Share terms and other provisions of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in respect thereofgood faith are necessary to effectuate the administration of the Assumed Warrants. Upon TopCo shall enter into a supplemental warrant indenture to the surrender and cancellation of each Company Warrant Indenture with Odyssey Trust Company, as warrant agent, in accordance with this Section 2.02, each former holder of such cancelled Company Warrant shall cease order to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant give effect to this Section 2.022.3(c).

Treatment of Company Warrants. Prior to (i) In-the-Money Company Warrants. Acquiror shall not assume any Company Warrants, or substitute any Company Warrants with an equivalent option or right, in connection with the transactions contemplated by this Agreement and no Company Warrants shall remain outstanding after the Effective Time, the Company shall, in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company, any Securityholder, or any other Person, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior In-the-Money Company Warrant shall be terminated and cancelled and, subject to the Effective Timeterms and conditions set forth in this Section 1.3 and throughout this Agreement (including the indemnification provisions set forth in Article VIII, and not terminated delivery of the Warrant Cancellation Agreement pursuant to its terms in connection with the MergerSection 2.3(e)), shall thereupon represent be converted into the right to receive, receive with respect to each share issuable upon exercise in exchange for the surrender and cancellation thereforfull of such Company Warrant, an amount in cash cash, without interest, equal to (without interest 1) the excess of the Per Share Closing Cash Consideration over the per share exercise price of such Company Warrant, plus (2) the Per Share Indemnity Escrow Release Consideration (if any), plus (3) the Per Share Adjustment Consideration (if any), plus (4) the Per Share Expense Fund Consideration (which shall be deposited with the Securityholder Representative in accordance with, and subject to any deduction for withholding Taxes required the terms of, Section 2.3(d)(iii)). For purposes of calculating the aggregate amount of consideration payable to each Warrantholder pursuant to this Section 1.3(d)(i), (x) all shares underlying Company Warrants held by applicable Law in accordance with Section 2.05such Warrantholder shall be aggregated on a Company Warrant-by-Company Warrant basis, and (y) the amount of cash to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of Warrantholder for each Company Warrant in accordance with this Section 2.02, each former holder of held by such cancelled Company Warrant Warrantholder shall cease be rounded down to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02nearest whole cent.

Treatment of Company Warrants. Prior The Company will deliver notice of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, to the Effective Time, the each holder of a Company shall, Warrant in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectivelyrelevant Warrant Agreement, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing take such other information actions as the Company reasonably determines to may be required pursuant thereto (including ensuring that, if permitted by the terms thereunder, any such Company Warrant will only be exercisable into the right to receive the amount of cash which would have been payable pursuant to the terms Offer with respect to the number of Shares into which such Company Warrant was convertible) and request in writing that such holder exercise or, contingent upon the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, terminate its Company Warrants. At Warrant(s) prior to the Effective Time. However, each (a) any such Company Warrant, whether vested or unvested and exercisable or unexercisable, Warrant which has a per share exercise price that is issued, less than the Merger Consideration and that is outstanding and unexercised as of immediately prior to the Effective Time (each, an “In the Money Warrant”) will be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such In the Money Warrant immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required multiplied by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such In the Money Warrant, and (b) any such other Company Warrant (which is thereafter exercisable only for the “Warrant Consideration”); provided that, if amount of cash which would have been payable pursuant to the exercise price per Share Offer with respect to the number of any Shares into which such Company Warrant was convertible, that is equal not exercised or terminated and is issued and outstanding immediately prior to or greater than the Merger ConsiderationEffective Time, such Company Warrant shall will be cancelled without any payment being made in respect thereof. Upon treated and assumed by the surrender and cancellation of each Company Warrant Surviving Corporation in accordance with this Section 2.02, each former holder the terms of such cancelled Company the relevant Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02Agreement.

Treatment of Company Warrants. Prior The Company shall use all reasonable efforts to assure, including if applicable obtaining written agreements or consents from the Effective Timeholders of Company Warrants (such an agreement or consent, the a “Company shallWarrantholder Consent”), that each Company Warrant shall be either (i) exercised in full in accordance with the its terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested at or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Closing, or (ii) automatically cancelled effective as of the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, Time in exchange for the surrender and cancellation therefor, an amount in a cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant payment (the “Warrant Consideration”); provided that, if ) equal to the product of (A) the excess of (x) the Per Share Merger Consideration with respect to a share of Company Common Stock over (y) the per share exercise price per Share of any such Company Warrant is equal and (B) the number of shares of Company Common Stock subject to or greater than the Merger Consideration, such Company Warrant. At or prior to the Closing, the Company will provide to Parent a schedule setting forth the aggregate Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation Consideration payable to each holder of each a Company Warrant in accordance with this Section 2.025.7(b). At least five business days prior to the Closing, Parent will cause the Paying Agent to provide to the Company, for distribution to the holders of Company Warrants, appropriate instructions and form documentation (including with respect to Tax withholding, and including provisions whereby each former such holder irrevocably agrees to, and to be bound by, the provisions hereof relating to the Securityholder Representative (including without limitation the appointment of the Securityholder Representative as such holder’s representative and attorney-in-fact as provided herein), the deposit with the Escrow Agent of such holder’s Proportionate Percentage of the Escrow Amount as a part of the Purchase Price payable to such holder hereunder, the provisions of Article VII and the Escrow Agreement) to be completed, signed and submitted by such holders to the Paying Agent at or after the Effective Time in order to receive payment of the Warrant Consideration. Parent will instruct and cause the Paying Agent to make such payment to each such holder not later than one business day after receipt from such holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02documentation.

Treatment of Company Warrants. Prior to the Effective Time, the Company shall, in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders By virtue of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective TimeAmalgamation, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, Warrant outstanding and unexercised immediately prior to the Arrangement Effective TimeTime (whether vested or unvested) shall be exchanged for a warrant exercisable to receive TopCo Common Shares (each, a “Rollover Warrant”). Accordingly, from and not terminated pursuant to its terms in connection with after the Merger, shall thereupon represent consummation of the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of Amalgamation: (i) each Rollover Warrant may be exercised solely for TopCo Common Shares; (ii) the number of TopCo Common Shares subject to each Rollover Warrant shall be determined by multiplying the number of Company Shares that were subject to such Company Warrant immediately prior to the consummation of the Arrangement by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares issuable upon exercise of each Rollover Warrant shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Shares subject to such Company Warrant Warrant, as in effect immediately prior to the consummation of the Amalgamation (converted into U.S. Dollars by using the USD / CAD Exchange Rate), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iiiv) the excess, if any, of the Merger Consideration over the exercise price per Share under such any restriction on any Company Warrant (shall continue in full force and effect under the “Warrant Consideration”); provided thatRollover Warrant, if and the exercise price per Share terms and other provisions of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect theretootherwise remain unchanged, except for terms rendered inoperative by reason of the right Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to receive from effectuate the Surviving Corporation administration of the Warrant Consideration payable with respect thereto pursuant to this Section 2.02Rollover Warrants.

Treatment of Company Warrants. Prior Subject to this Section 2.6(e), Section 2.7, Article III and Article IX, each Company Warrant will, at the Effective Time, to the extent not previously exercised for shares of Company shall, in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into Common Stock by the Company holder thereof, be terminated and convert, without payment by the warrant holders party thereto (collectivelyholder of any exercise price, into the “Company Warrants”), deliver notices to the holders right of the Company Warrants, informing such holders holder of the Merger and containing such other information as the terminated Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective TimeWarrant (each, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right a “Warrantholder”) to receive, in exchange for consideration of such termination (such aggregate amount, the surrender and cancellation therefor“Warrant Consideration”), without interest, (i) an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of product obtained by multiplying (iA) the aggregate number of Shares subject shares of Company Common Stock issuable upon the exercise of such unexercised Company Warrant (collectively with respect to such Company Warrant, the “Warrant and Shares”), by (iiB) the excess, if any, of (x) the Estimated Per Share Merger Consideration over Consideration, less (y) the exercise price per Share share of such Warrant Shares under such Company Warrant (the “Warrant Preference Consideration”); provided that, plus (ii) in each case when, if and to the exercise price per Share extent payable hereunder, (A) an amount in cash equal to the product obtained by multiplying the number of any Warrant Shares subject to such Company Warrant is by the Per Share Excess Amount, if any, plus (B) an amount in cash equal to or greater than the Merger Consideration, product obtained by multiplying the number of Warrant Shares subject to such Company Warrant shall be cancelled without by the Per Share Escrow Release Amount with respect to any payment being made amounts released to the Equityholders from the Escrow Fund from time to time pursuant to the terms of this Agreement and the Escrow Agreement, if any, plus (C) an amount in cash equal to the product obtained by multiplying the number of Warrant Shares subject to such Company Warrant by the Per Share Reserve Fund Release Amount with respect thereofto any amounts released to the Equityholders from the Reserve Fund from time to time pursuant to the terms of this Agreement, if any. Upon Following the surrender and cancellation of Effective Time, each Company Warrant shall no longer be exercisable by the holder thereof, but shall only entitle such holder to the payment of the applicable Warrant Consideration. The Company shall take all necessary actions, including providing any required notice to, and obtaining any required consents to the terms set forth in accordance with this Section 2.022.6(e) from, each former holder the Warrantholders as may be required under the terms of any agreements evidencing the Company Warrants, provided, that such cancelled Company actions shall expressly be conditioned upon the consummation of the Merger and shall be of no force or effect if this Agreement is terminated. Any Warrant shall cease to have any rights with respect thereto, except the right Consideration a Warrantholder is entitled to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.022.6(e) shall be rounded to the nearest whole cent.

Treatment of Company Warrants. Prior The Company Warrants shall not be assumed or continued by Parent or the Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, the Company shallWarrants shall be cancelled and extinguished and, subject to the execution and delivery by each Company Warrantholder of a Warrant Cancellation Agreement at or prior to the Closing, be converted automatically into the right to receive with respect to each share of Company Common Stock subject thereto, (i) at the Closing, subject to Section 2.3, (A) a number of shares of Parent Class A Common Stock equal to (1) the Per Share Consideration minus the per share exercise price of such Company Warrant divided by (2) the Parent Stock Price, minus (B) the Per Share Adjustment Escrow Amount, minus (C) the Per Share Specific Indemnity Escrow Amount, minus (D) the Per Share Indemnity Escrow Amount, minus (E) the Per Share Expense Fund Amount, (ii) any disbursements of Escrow Shares required to be made from the Escrow Account with respect to such Company Warrant to the Company Warrantholder thereof (based on such Company Warrantholder’s Pro Rata Share of the released amount), without interest, in each case in accordance with Section 2.9(f) and/or Section 8.4, as applicable, (iii) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to the Company Warrant to the Company Warrantholder thereof (based on such Company Warrantholder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9(e) and (iv) any cash disbursements required to be made from the terms of all unexercised and unexpired warrants Expense Fund Account with respect to purchase Shares under any warrant agreements entered into by such Company Warrant to the Company and Warrantholder thereof (based on such Company Warrantholder’s Pro Rata Share of the warrant holders party thereto (collectively, the “Company Warrants”released amount), deliver notices to the holders of the Company Warrantswithout interest, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”8.6(c); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02.

Treatment of Company Warrants. Prior to the Effective Time(i) The Company Common Warrants shall not be assumed or continued by Parent, Midco, the Company shallCompany, or the Surviving Corporation in accordance connection with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by Merger or the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrantstransactions contemplated hereby. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately Immediately prior to the Effective Time, each and not terminated pursuant every Company Common Warrant for which a Warrant Cancellation Agreement has been executed and delivered to its the Company, per the terms in connection with and conditions of the MergerCompany Common Warrants and the respective Warrant Cancellation Agreement, at the Effective Time shall thereupon represent be cancelled and extinguished and be converted automatically into the right to receivereceive with respect to each share of Company Common Stock received upon exercise of a Company Common Warrant, (i) subject to Section 2.3, (A) if the holder thereof is (x) an Accredited Stockholder, a number of shares of Parent Common Stock calculated in exchange for accordance with the surrender Certificate of Incorporation of Company and cancellation thereforthe applicable Company Common Warrant and as set forth on the Allocation Schedule, or (y) an amount Unaccredited Stockholder, the Per Share Unaccredited Cash Consideration (in cash (each case, without interest thereon) minus the per share exercise price of such Company Common Warrant, minus (B) the Per Share Expense Fund Amount and subject (ii) a contingent right to any deduction for withholding Taxes cash disbursements required by applicable Law to be made from the Expense Fund Account with respect to such Company Common Warrant to such Company Warrant holder (based on such Company Warrant holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.05) to be paid to each former holder 8.9(c). Notwithstanding the foregoing, any Company Common Warrant that has an exercise price that equals or exceeds the value of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to Parent Common Stock underlying such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Common Warrant (as set forth on the “Warrant Consideration”); provided that, if Allocation Schedule) or the exercise price per Per Share of any such Company Warrant is equal to or greater than the Merger Unaccredited Cash Consideration, such Company Warrant as applicable, shall be cancelled and terminated without any payment being made in respect thereofconsideration at the Effective Time. Upon Any Company Common Warrant that is not represented by a validly executed Warrant Cancellation Agreement shall be terminated per the surrender terms and cancellation of each Company Warrant in accordance with this Section 2.02, each former holder conditions of such cancelled Company Common Warrant shall cease prior to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02Effective Time.

Treatment of Company Warrants. Prior (i) Each Company Warrant that is outstanding immediately prior to the Effective Time shall be assumed by Parent (except to the extent otherwise provided by the terms thereof). Each such Company Warrant shall continue to have, and be subject to, the same terms and conditions as in effect immediately prior to the Effective Time, the except that (A) such Company shall, in accordance with the terms Warrant shall be exercisable for that number of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices whole shares of Parent Class A Common Stock equal to the holders product of the number of shares of Company Warrants, informing Common Stock that were issuable upon exercise of such holders of the Merger and containing such other information as the Company reasonably determines Warrant immediately prior to be required pursuant to the terms of the Company Warrants. At the Effective Time, each multiplied by the (x) Per Share Securities Payment Amount and (y) the Per Share Earn Out Share Amount, provided that any shares of Parent Class A Common Stock issuable pursuant to this section (y) shall be issuable on account of such Company WarrantWarrant at the same time, whether vested or unvested and exercisable or unexercisableon the same terms and subject to the conditions, as the applicable portion of the Earn Out Shares are issuable to the Company Stockholders pursuant to Section 3.7, as if the holder of such Company Warrant were a Company Stockholder with respect to the number of shares of Company Common Stock that is issued, outstanding and unexercised were issuable upon exercise of such Company Warrant immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with (B) the Merger, shall thereupon represent the right to receive, in exchange per share exercise price for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder shares of any such cancelled Company Warrant equal to the product, if any, Parent Class A Common Stock issuable upon exercise of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon equal to the surrender and cancellation quotient obtained by dividing (x) the exercise price per share of each Company Common Stock at which such Company Warrant in accordance with this Section 2.02was exercisable immediately prior to the Effective Time, each former holder of such cancelled Company Warrant shall cease by (y) the Per Share Securities Payment Amount, rounded up to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02nearest whole cent.

Treatment of Company Warrants. Prior The Company Warrants shall not be assumed or continued by Parent or the Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, the Company shallWarrants (other than the [***]) shall automatically convert into the right to receive with respect to each share of Company Capital Stock subject thereto, (i) at the Closing, subject to Section 1.9, the product of (x)(A) the consideration payable for each share of Company Capital Stock pursuant to Section 1.7(a), minus (B) an amount in cash equal to the per share exercise price of such Company Warrants, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Warrants (assuming conversion of any Preferred Stock that may be purchasable pursuant to such Warrant) immediately prior to its cancellation (such payment to be net of withholdings, if any, and without interest) (ii) any cash disbursements required to be made from the Escrow Funds with respect to such Company Warrant (other than the [***] Warrants) to such Company Warrantholder thereof (which shall exclude holders of warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), without interest, in each case in accordance with Section 1.10(d) and/or Section 1.15(f) (and the terms of the Escrow Agreements), as applicable, (iii) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Company Warrant (other than [***] Warrants) to such Company Warrantholder (which shall exclude holders of [***] Warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), without interest, in accordance with Section 1.15(e), (iv) any cash disbursements required to be made from the terms Expense Fund Account with respect to such Company Warrant (other than [***] Warrant (which shall exclude holders of all unexercised and unexpired warrants [***] Warrants) to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “such Company Warrants”) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), deliver notices without interest, in accordance with Section 7.2(c), (v) the Per Share First Anniversary Payment Amount and (vi) the Per Share Second Anniversary Payment Amount. For the avoidance of doubt, payment to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant [***] Warrants shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this governed by Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.025.19 hereof.

Treatment of Company Warrants. Prior Unless otherwise exercised into Company Shares prior to the Acquisition Merger Effective Time, the Company shall, in accordance with the terms Time (including by way of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto exercise on a net-issuance (collectively, the “Company Warrants”‘cashless’) basis), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested Warrant issued and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Acquisition Merger Effective Time, will, by virtue of the Acquisition Merger and not terminated pursuant to its upon the terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required the conditions set forth in this Agreement, be assumed by applicable Law in accordance with Section 2.05) to be paid to TopCo, and each former holder of any such cancelled Company Warrant shall be converted into a warrant to purchase TopCo Shares (each, a “Converted Warrant”). Each Converted Warrant shall continue to have and be subject to the same terms and conditions as were applicable to such Company Warrant immediately before the Acquisition Merger Effective Time (including expiration date and exercise provisions), except that: (i) each Converted Warrant shall be exercisable for that number TopCo Shares equal to the product, if any, product (rounded down to the nearest whole number) of (iA) the number of Company Shares subject to such the Company Warrant immediately before the Acquisition Merger Effective Time multiplied by (B) the Equity Exchange Ratio, and (ii) the excess, if any, per share exercise price for each TopCo Share issuable upon exercise of the Merger Consideration over Converted Warrant shall be equal to the quotient obtained by dividing (A) the exercise price per Company Share under of such Company Warrant immediately before the Acquisition Merger Effective Time by (B) the “Warrant Consideration”); provided thatEquity Exchange Ratio. Unless otherwise exercised at such time, prior to the Closing, TopCo will reserve for issuance the number of TopCo Shares that will be issuable upon exercise of the Converted Warrants and, if the exercise price per Share of any such Company and when a Converted Warrant is equal exercised, TopCo shall issue or cause to or greater than be issued the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation appropriate number of each Company Warrant in accordance with this Section 2.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02TopCo Shares.

Treatment of Company Warrants. Prior to the Effective Time, the Company shall, in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company and the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, then outstanding and unexercised Company Warrant shall, by virtue of the First Merger, be immediately canceled and the holder thereof shall be entitled to receive, subject to Section 1.5, in full satisfaction of the rights of such holder with respect thereto, with respect to each share of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of : (i) the number Per Seller Closing Consideration for the holder of Shares subject such Company Warrant, provided that such Per Seller Closing Consideration is being paid with respect to such Company Warrant and all other Company Securities held by such holder, collectively and not on a per-share or per-Company Security basis, without duplication; (ii) the excessPer Seller Indemnity ADSs for the holder of such Company Warrant, if any, of the Merger Consideration over the exercise price per Share under provided that such Per Seller Indemnity ADSs are being issued with respect to such Company Warrant (the “Warrant Consideration”); and all other Company Securities held by such holder, collectively and not on a per-share or per-Company Security basis, without duplication, and provided that, if the exercise price per Share of any further that such Company Warrant is equal Indemnity ADSs are subject to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant Release from Indemnity in accordance with this Section 2.021.7(f) and ARTICLE VII; (iii) when, if and to the extent payable hereunder, each former holder Per Share Milestone Payment; (iv) when, if and to the extent payable hereunder, the Per Share Surplus Amount; (v) when, if and to the extent payable hereunder, the Per Share Reserve Release Amount, (vi) when, if and to the extent payable hereunder, the Per Share Special Payment Amount, subject in each case (i) through (vi) to applicable Tax withholdings and other source deductions, in accordance with Section 1.9. Notwithstanding the foregoing, no consideration shall be payable hereunder in respect of such cancelled Company any Out-of-the-Money Warrant and each then outstanding Out-of-the-Money Warrant shall, by virtue of the First Merger, be canceled and terminated without any exercise or conversion thereof or payment of any cash or other property or consideration therefor and shall cease to have exist shall, by virtue of the First Merger, be canceled and terminated without any rights with respect thereto, except the right exercise or conversion thereof or payment of any cash or other property or consideration therefor and shall cease to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02exist.