Common use of Treatment of Company Warrants Clause in Contracts

Treatment of Company Warrants. 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, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

Treatment of Company Warrants. Prior to the Effective as 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 First 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 Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised 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: 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 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 Shares 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; providedexcess, howeverif any, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Merger Consideration over the exercise price per Share under such Company Board 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 committee thereof 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 each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following receive from the First Merger Effective Time, provide notice of such conversion, together Surviving Corporation the Warrant Consideration payable with all material terms thereof (including the number and type of the securities issuable upon exercise) respect thereto pursuant to the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants2.02.

Treatment of Company Warrants. Effective as of Each outstanding warrant to purchase Company Common Shares (the First Merger “Company Warrants”), whether or not exercisable at the Effective Time, each 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 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 would have received had such holder exercised such Company Warrant immediately prior to the First Merger Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); 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, except that: 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 (ias defined in such Company Converted Warrant) multiplied by 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 Shares for which such Company Converted Warrant may have been exercised immediately prior to the First Merger Effective Time; by Closing, (BI) the Exchange Ratio, and rounding the resulting number down an amount of cash equal to the nearest whole Cash Consideration multiplied by the number of shares of Parent Company Common Stock, with any fractional share of Parent Common Stock resulting from Shares for which 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 Company Converted Warrant may have been exercised immediately prior to the First Merger Effective Time Closing and (after aggregating all fractional shares II) that number 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, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least Shares equal to the number of shares Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the 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 Stock that will 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 Warrants as a result Converted Warrants. Also for the avoidance of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactionsdoubt, Parent will reasonably cooperate with the Company with respect upon exercise, to the notification and related requirements under extent applicable, the agreements governing holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrant.

Treatment of Company Warrants. The Company will deliver notice of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, to each holder of a Company Warrant in accordance with the terms of the relevant Warrant Agreement, take such other actions as 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 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 Warrant(s) prior to the Effective Time. However, (a) any such Company Warrant which has a per share exercise price that is less than the Merger Consideration and that is outstanding and unexercised as of immediately prior to the First Merger 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, each multiplied by (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 amount of cash which would have been payable pursuant to the Offer with respect to the number of Shares into which such Company Warrant was convertible, that is not exercised or terminated and is issued and 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 will be treated and 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 Surviving Corporation in accordance with 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 terms of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantsrelevant Warrant Agreement.

Treatment of Company Warrants. Effective as The Company shall use all reasonable efforts to assure, including if applicable obtaining written agreements or consents from the holders of the First Merger Effective TimeCompany Warrants (such an agreement or consent, a “Company Warrantholder Consent”), that 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: either (i) exercised in full in accordance with its terms at or prior to the Closing, or (ii) automatically cancelled effective as of the Effective Time in exchange for a cash payment (the “Warrant Consideration”) 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 of such Company Warrant and (B) the number of shares of Company Common Stock that were subject to such Company Warrant immediately Warrant. At or prior to the First Merger Effective Time; by (B) Closing, the Exchange Ratio, and rounding Company will provide to Parent a schedule setting forth the resulting number down aggregate Warrant Consideration payable to each holder of a Company Warrant in accordance with this Section 5.7(b). At least five business days prior to the nearest whole number of shares of Closing, Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right will cause the Paying Agent to receive a cash payment (rounded up provide to the nearest whole cent)Company, without interest for distribution to the holders of Company Warrants, appropriate instructions and subject form documentation (including with respect to any required Tax withholding, determined by multiplying and including provisions whereby each such fractional share of Parent Common Stock by holder irrevocably agrees to, and to be bound by, the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior provisions hereof relating to the First Merger 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 (after aggregating all fractional shares of Parent Common Stock issuable in order 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 receive payment of the Company Board or any committee thereof with respect Warrant Consideration. Parent will instruct and cause the Paying Agent to make such payment to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice holder not later than one business day after receipt from such holder of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantsdocumentation.

Treatment of Company Warrants. To the extent the Company Warrants have not been terminated in accordance with their terms, at the Effective Time, (i) each outstanding warrant to purchase Company Shares (a “Company Warrant”) shall by virtue of the Merger be assumed by Parent subject to the terms of such Company Warrant and (ii) the Company shall take all actions reasonably necessary, including any required notices by the Company, to provide that, effective as of the First Merger Effective Time, each outstanding Company Warrant will be assumed by Parent. Each Company Warrant assumed by Parent will continue to have, and be subject to, the same terms and conditions of such warrant immediately prior to the Effective Time, except that is (A) each Company Warrant will be exercisable for a number of shares of Parent Voting Common Stock equal to the product of the number of Company Shares that would have been issuable upon exercise of the Company Warrant 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 multiplied 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 rounded down to the nearest whole number of shares of Parent Voting Common Stock, with any fractional and (B) the per share of exercise price for the Parent Voting Common Stock resulting from issuable upon exercise of such rounding converted into a right assumed Company Warrant will be equal to receive a cash payment (the quotient determined by dividing the per share exercise price for such Company Warrant outstanding immediately prior to the Effective Time by the Exchange Ratio, 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 . The holder of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior Company Warrant may elect to the First Merger Effective Time (after aggregating all fractional receive shares of Parent Non-Voting Common Stock, Parent Voting 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 combination thereof shall succeed to the authority and responsibility upon exercise of the Company Board or any committee thereof with respect to each such assumed Company Warrant. Any restriction on the exercisability of such Company Warrant will continue in full force and effect, and (2) Parent shallthe term, as promptly as practicable following the First Merger Effective Time, provide notice exercisability or other provisions of such conversion, together Company Warrant will remain unchanged. Consistent with all material the terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number , the Merger will not accelerate the exercisability of such Company Warrants or the shares of Parent Voting Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to underlying the Company Warrants as a result of upon Parent’s assumption thereof in the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsMerger.

Treatment of Company Warrants. Effective as of Unless otherwise exercised into Company Shares prior to the First Acquisition Merger Effective TimeTime (including by way of exercise on a net-issuance (‘cashless’) basis), each Company Warrant that is issued and outstanding immediately prior to the First Acquisition Merger Effective Time shall cease Time, will, by virtue of the Acquisition Merger and upon the terms and subject to represent a right to acquire the conditions set forth in this Agreement, be assumed by TopCo, and each such Company Common Stock and Warrant shall be converted automatically into a warrant representing to purchase TopCo Shares (each, a right “Converted Warrant”). Each Converted Warrant shall continue to acquire Parent Common Stock, on substantially have and be subject to the same terms and conditions as applied were applicable to such Company Warrant immediately prior to before the First Acquisition Merger Effective TimeTime (including expiration date and exercise provisions), except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Converted Warrant shall be determined by multiplying: exercisable for that number TopCo Shares equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Company Common Stock that were Shares subject to such the Company Warrant immediately prior to before the First Acquisition Merger Effective Time; Time multiplied by (B) the Equity 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 per share exercise price for each TopCo Share issuable upon exercise of the Converted Warrant shall not be modified; provided, however, that equal to the quotient obtained by dividing (1A) the Parent Board or a committee thereof shall succeed exercise price per Company Share of such Company Warrant immediately before the Acquisition Merger Effective Time by (B) the Equity Exchange Ratio. Unless otherwise exercised at such time, prior to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company WarrantClosing, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall TopCo will reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock TopCo Shares that will be subject to the Company Warrants as a result issuable upon exercise of the actions contemplated by this Section 1.10. In connection with Converted Warrants and, if and when a Converted Warrant is exercised, TopCo shall issue or cause to be issued the consummation appropriate number of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsTopCo Shares.

Treatment of Company Warrants. Effective as of The Company Warrants shall not be assumed or continued by Parent or the First Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, each the Company Warrant that is outstanding immediately prior to Warrants (other than the First Merger Effective Time [***] Warrants) shall cease to represent a automatically convert into the right to acquire receive with respect to each share of Company Common Capital Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stocksubject thereto, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) at the number of shares of Parent Common Stock Closing, subject to each assumed Company Warrant shall be determined by multiplying: Section 1.9, the product of (Ax)(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 that were subject to such Company Warrant Warrants (assuming conversion of any Preferred Stock that may be purchasable pursuant to such Warrant) immediately prior to the First Merger Effective Time; by its cancellation (B) the Exchange Ratiosuch payment to be net of withholdings, if any, and rounding without interest) (ii) any cash disbursements required to be made from the resulting number down 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 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 centreleased amount), without interest interest, in each case in accordance with Section 1.10(d) and/or Section 1.15(f) (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 terms of the Company Board or Escrow Agreements), as applicable, (iii) any committee thereof cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to each such assumed Company WarrantWarrant (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 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 (2vi) Parent shallthe Per Share Second Anniversary Payment Amount. For the avoidance of doubt, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) payment to the applicable warrant agent and the holders of the Company Warrants. Parent [***] Warrants 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 actions contemplated governed by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants5.19 hereof.

Treatment of Company Warrants. Effective as Following the date hereof, the Company shall use its commercially reasonable efforts to (x) request the holder of the First Merger Effective Time, each Company Warrant that is outstanding immediately prior and unexercised 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 exercise such Company Warrant in exchange for Company Shares in accordance with the terms of the Company Warrant Agreement, and (y) amend the terms of the Company Warrants to allow for their exercise on a cashless basis. Notwithstanding the foregoing, immediately prior following the consummation of the Share Exchange, each Company Warrant that 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 First Merger Effective TimeCompany Warrants assumed by TopCo (each, except thatan “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 shares of Parent TopCo Common Stock Shares subject to each assumed Company Assumed Warrant shall be determined by multiplying: (A) multiplying the number of shares of Company Common Stock Shares that were subject to such Company Warrant immediately prior to the First Merger Effective Time; consummation of the Arrangement by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares issuable upon exercise of Parent each Assumed Warrant shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Common StockShares subject to such Company Warrant, with any fractional share as in effect immediately prior to the consummation of Parent Common Stock resulting from such rounding the Share Exchange (converted into a right to receive a cash payment (rounded 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, without interest the holder thereof is entitled to receive the portion of the TopCo Class A Earnout Shares and subject the TopCo Class B Earnout Shares to any required Tax withholding, determined by multiplying such fractional share be allocated to each Assumed Warrant upon exercise of Parent Common Stock by each Assumed Warrant pursuant to and in accordance with Section 2.8 and 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)Allocation Schedule; and (iiv) any restriction on any Company Warrant assumed by TopCo shall continue in full force and effect and the strike price terms and other provisions of such Company Warrant shall not be modified; providedotherwise remain unchanged, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility except for terms rendered inoperative by reason of the Company Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or any the compensation committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exerciseTopCo Board) may determine in good faith are necessary to effectuate the applicable warrant agent and the holders administration of the Company Assumed Warrants. Parent TopCo shall reserve for issuance enter into a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject supplemental warrant indenture to the Company Warrants Warrant Indenture with Odyssey Trust Company, as a result of the actions contemplated by warrant agent, in order to give effect to this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants2.3(c).

Treatment of Company Warrants. Effective as of The Company Warrants shall not be assumed or continued by Parent or the First Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, each the Company Warrant that is outstanding immediately prior to Warrants (other than the First Merger Effective Time [***]) shall cease to represent a automatically convert into the right to acquire receive with respect to each share of Company Common Capital Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stocksubject thereto, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) at the number of shares of Parent Common Stock Closing, subject to each assumed Company Warrant shall be determined by multiplying: Section 1.9, the product of (Ax)(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 that were subject to such Company Warrant Warrants (assuming conversion of any Preferred Stock that may be purchasable pursuant to such Warrant) immediately prior to the First Merger Effective Time; by its cancellation (B) the Exchange Ratiosuch payment to be net of withholdings, if any, and rounding without interest) (ii) any cash disbursements required to be made from the resulting number down Escrow Funds with respect to such Company Warrant (other than the nearest whole number [***] Warrants) to such Company Warrantholder thereof (which shall exclude holders of shares warrants) (based on such Company Warrantholder’s Excess Pro Rata Share 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 centreleased amount), without interest interest, in each case in accordance with Section 1.10(d) and/or Section 1.15(f) (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 terms of the Company Board or Escrow Agreements), as applicable, (iii) any committee thereof cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to each such assumed Company WarrantWarrant (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 Expense Fund Account with respect to such Company Warrant (other than [***] Warrant (which shall exclude holders of [***] Warrants) to such Company 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 (2vi) Parent shallthe Per Share Second Anniversary Payment Amount. For the avoidance of doubt, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) payment to the applicable warrant agent and the holders of the Company Warrants. Parent [***] Warrants 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 actions contemplated governed by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants5.19 hereof.

Treatment of Company Warrants. Effective as of (i) The Company Common Warrants shall not be assumed or continued by Parent, Midco, the First Company, or the Surviving Corporation in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, each and every Company Common Warrant that is outstanding immediately prior for which a Warrant Cancellation Agreement has been executed and delivered to the First Merger Company, per the terms and conditions of the Company Common Warrants and the respective Warrant Cancellation Agreement, at the Effective Time shall cease to represent a right to acquire Company Common Stock be cancelled and shall extinguished and be converted automatically into a warrant representing a the 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 receive with respect to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares share of Company Common Stock that were received upon exercise of a Company Common Warrant, (i) subject to such Company Warrant immediately prior to Section 2.3, (A) if the First Merger Effective Time; by holder thereof is (Bx) the Exchange Ratioan Accredited Stockholder, 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, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal calculated in accordance with the Certificate of Incorporation of Company and the applicable Company Common Warrant and as set forth on the Allocation Schedule, or (y) an Unaccredited Stockholder, the Per Share Unaccredited Cash Consideration (in 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 (ii) a contingent right to any cash disbursements required to be made from the number 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 shares the released amount), without interest, in accordance with Section 8.9(c). Notwithstanding the foregoing, any Company Common Warrant that has an exercise price that equals or exceeds the value of the Parent Common Stock underlying such Company Common Warrant (as set forth on the Allocation Schedule) or the Per Share Unaccredited Cash Consideration, as applicable, shall be cancelled and terminated without consideration at the Effective Time. Any Company Common Warrant that will is not represented by a validly executed Warrant Cancellation Agreement shall be subject terminated per the terms and conditions of such Company Common Warrant prior to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsEffective Time.

Treatment of Company Warrants. Effective as of The Company Warrants shall not be assumed or continued by Parent or the First Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, the Company Warrants shall be cancelled and extinguished and, subject to the execution and delivery by each Company Warrantholder of a Warrant that is outstanding immediately Cancellation Agreement at or prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall Closing, be converted automatically into a warrant representing a the 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 receive with respect to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares share of Company Common Stock that were subject thereto, (i) at the Closing, subject to such Company Warrant immediately prior to the First Merger Effective Time; by Section 2.3, (BA) 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, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Class A Common Stock at least equal to (1) the number Per Share Consideration minus the per share exercise price of shares 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 Parent Common Stock that will Escrow Shares required to be subject made from the Escrow Account with respect to such Company Warrant to the Company Warrants as a result Warrantholder thereof (based on such Company Warrantholder’s Pro Rata Share of the actions contemplated by this released amount), without interest, in each case in accordance with Section 1.10. In 2.9(f) and/or Section 8.4, as applicable, (iii) any cash disbursements required to be made in connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company Post-Closing Excess Amount (if any) with respect to the notification and related requirements under the agreements governing Company Warrant to the Company WarrantsWarrantholder 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 Expense Fund 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 accordance with Section 8.6(c).

Treatment of Company Warrants. Effective as of At the First Merger Effective Time, each then outstanding and unexercised Company Warrant that is outstanding immediately prior to shall, by virtue of the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock Merger, be immediately canceled and the holder thereof shall be converted automatically into a warrant representing a right entitled to acquire Parent Common Stockreceive, 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 Section 1.5, in full satisfaction of the rights of such holder with respect thereto, with respect to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares share of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by : (Bi) the Exchange RatioPer Seller Closing Consideration for the holder of such Company Warrant, provided that such Per Seller Closing Consideration is being paid with respect to such Company Warrant and rounding the resulting number down to the nearest whole number of shares of Parent Common Stockall other Company Securities held by such holder, with any fractional collectively and not on a per-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)or per-Company Security basis, 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)duplication; and (ii) the strike price shall not be modified; providedPer Seller Indemnity ADSs for the holder of such Company Warrant, however, provided that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof such Per Seller Indemnity ADSs are being issued with respect to each such assumed Company WarrantWarrant 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 further that such Indemnity ADSs are subject to Release from Indemnity in accordance with Section 1.7(f) and ARTICLE VII; (2iii) Parent when, if and to the extent payable hereunder, each 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 any Out-of-the-Money Warrant and each then outstanding Out-of-the-Money Warrant shall, as promptly as practicable following by virtue of the First Merger Effective TimeMerger, provide notice be canceled and terminated without any exercise or conversion thereof or payment of such conversionany cash or other property or consideration therefor and shall cease to exist shall, together with all material terms thereof (including the number and type by virtue of the securities issuable upon exercise) 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 the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantsexist.

Treatment of Company Warrants. Effective as of the First Merger Effective TimeSubject to this Section 2.6(e), Section 2.7, Article III and Article IX, each Company Warrant that is outstanding immediately prior will, at the Effective Time, to the First Merger Effective Time shall cease to represent a right to acquire extent not previously exercised for shares of Company Common Stock by the holder thereof, be terminated and shall be converted automatically convert, without payment by the holder of any exercise price, into a warrant representing a the right to acquire Parent Common Stock, on substantially of the same terms and conditions as applied to such holder of the terminated Company Warrant immediately prior (each, a “Warrantholder”) to receive, in consideration of such termination (such aggregate amount, the First Merger Effective Time“Warrant Consideration”), except that: without interest, (i) an amount in cash equal to the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined product obtained by multiplying: multiplying (A) the aggregate number of shares of Company Common Stock that were issuable upon the exercise of such unexercised Company Warrant (collectively with respect to such Company Warrant, the “Warrant Shares”), by (B) the excess, if any, of (x) the Estimated Per Share Merger Consideration, less (y) the exercise price per share of such Warrant Shares under such Company Warrant (the “Warrant Preference Consideration”), plus (ii) in each case when, if and to the extent payable hereunder, (A) an amount in cash equal to the product obtained by multiplying the number of Warrant Shares subject to such Company Warrant immediately prior to by the First Merger Effective Time; by Per Share Excess Amount, if any, plus (B) an amount in cash equal to the Exchange Ratioproduct obtained by multiplying the number of Warrant Shares subject to such Company Warrant by the Per Share Escrow Release Amount with respect to any 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 to any amounts released to the Equityholders from the Reserve Fund from time to time pursuant to the terms of this Agreement, if any. Following the 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 rounding the resulting number down obtaining any required consents to the nearest whole number terms set forth in this Section 2.6(e) from, the Warrantholders as may be required under the terms of shares any agreements evidencing the Company Warrants, provided, that such actions shall expressly be conditioned upon the consummation of Parent Common Stock, with any fractional share the Merger and shall be of Parent Common Stock resulting from such rounding converted into no force or effect if this Agreement is terminated. Any Warrant Consideration a right Warrantholder is entitled to receive a cash payment (pursuant to this Section 2.6(e) shall be 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, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

Treatment of Company Warrants. Effective as By virtue of the First Merger Effective TimeAmalgamation, each Company Warrant that is outstanding immediately prior to the First Merger Arrangement Effective Time shall cease to represent a right to acquire Company Common Stock and (whether vested or unvested) shall be converted automatically into exchanged for a warrant representing exercisable to receive TopCo Common Shares (each, a right to acquire Parent Common Stock“Rollover Warrant”). Accordingly, on substantially from and after the same terms and conditions as applied to such Company Warrant immediately prior to consummation of the First Merger Effective Time, except thatAmalgamation: (i) each Rollover Warrant may be exercised solely for TopCo Common Shares; (ii) the number of shares of Parent TopCo Common Stock Shares subject to each assumed Company Rollover Warrant shall be determined by multiplying: (A) multiplying the number of shares of Company Common Stock Shares that were subject to such Company Warrant immediately prior to the First Merger Effective Time; consummation of the Arrangement by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares issuable upon exercise of Parent Common Stockeach 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, with any fractional share as in effect immediately prior to the consummation of Parent Common Stock resulting from such rounding the Amalgamation (converted into a right to receive a cash payment (rounded 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), 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 (iiiv) any restriction on any Company Warrant shall continue in full force and effect under 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 Rollover Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice terms and other provisions of such conversionCompany Warrant shall otherwise remain unchanged, together with all material except for terms thereof (including the number and type rendered inoperative by reason of the securities issuable upon exercise) to Transactions or for such other immaterial administrative or ministerial changes as the applicable warrant agent and TopCo Board (or the holders compensation committee of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal TopCo Board) may determine in good faith are necessary to effectuate the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result administration of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Rollover Warrants.

Treatment of Company Warrants. (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 as of Time. At the First Merger 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 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 unexercised In-the-Money Company Warrant shall be determined by multiplying: terminated and cancelled and, subject to the terms and conditions set forth in this Section 1.3 and throughout this Agreement (Aincluding the indemnification provisions set forth in Article VIII, and delivery of the Warrant Cancellation Agreement pursuant to Section 2.3(e)), be converted into the right to receive with respect to each share issuable upon exercise in full of such Company Warrant, an amount in cash, without interest, equal to (1) the number excess of shares the Per Share Closing Cash Consideration over the per share exercise price of such Company Common Stock that were 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 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 such Warrantholder shall be aggregated on a Company Warrant-by-Company Warrant immediately prior to the First Merger Effective Time; by basis, and (By) the Exchange Ratio, and rounding the resulting number amount of cash to be paid to each Warrantholder for each Company Warrant held by such Warrantholder shall be rounded 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, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

Treatment of Company Warrants. Effective as of the First Merger Effective Time, each (i) Each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease be assumed by Parent (except to represent a right the extent otherwise provided by the terms thereof). Each such Company Warrant shall continue to acquire Company Common Stock have, and shall be converted automatically into a warrant representing a right to acquire Parent Common Stocksubject to, on substantially the same terms and conditions as applied to such Company Warrant in effect immediately prior to the First Merger Effective Time, except that: that (iA) the number of shares of Parent Common Stock subject to each assumed such Company Warrant shall be determined by multiplying: (A) exercisable for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were subject to issuable upon exercise of such Company Warrant immediately prior to the First Merger Effective Time; , 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 Warrant at the same time, and on 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 were issuable upon exercise of such Company Warrant immediately prior to the Effective Time, and (B) the Exchange Ratio, and rounding per share exercise price for the resulting number down to the nearest whole number of shares of Parent Class A Common Stock, with any fractional Stock issuable upon exercise of such Company Warrant shall be equal to the quotient obtained by dividing (x) the exercise price per share of Parent Company Common Stock resulting from at which such rounding converted into a right Company Warrant was exercisable immediately prior to receive a cash payment the Effective Time, by (y) the Per Share Securities Payment Amount, 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, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. 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 actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.