Common use of Treatment of Company Warrants Clause in Contracts

Treatment of Company Warrants. At the Effective Time, to the extent not exercised prior to the Effective Time, each outstanding Company Warrant shall be automatically converted into a warrant to acquire such number of shares of Parent Common Stock (a “Parent Warrant”) as is determined by multiplying the number of shares of Company Common Stock otherwise acquirable pursuant thereto by the Common Stock Exchange Ratio at an exercise price per share of Parent Common Stock appropriately adjusted such that the aggregate exercise price for such Parent Warrant shall be the same as it was prior to the Effective Time. At the Effective Time, Parent shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition of, the Company Warrants to be performed and observed by the Company and all the obligations and liabilities thereunder. (a) As promptly as practicable after the Effective Time, Parent shall deliver to each holder of a Company Warrant a notice that contains a calculation in reasonable detail and accurately reflects the number of shares of Parent Common Stock that each such holder is entitled to receive upon the exercise of such holder’s Company Warrant and the applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant to be performed and observed by the Company and all the obligations and liabilities thereunder. (b) The number of shares of Parent Common Stock issuable upon exercise of the Parent Warrants shall be reserved by Parent out of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants after the Effective Time. Notwithstanding the foregoing, upon the expiration of the Parent Warrants, such Parent Common Stock reserved for issuance upon the exercise of the Parent Warrants shall no longer be reserved.

Treatment of Company Warrants. At the Effective Time, to the extent not exercised (i) Each Common Warrant issued and outstanding immediately prior to the Effective TimeTime shall survive the Merger and remain outstanding, but shall, upon any subsequent exercise of such Common Warrant (by delivery to the Surviving Corporation of the Notice of Exercise pursuant to Section 2.2(b)(iv) and the terms of such Common Warrant), be entitled to receive only the Warrant Consideration for each outstanding Company Share for which such Common Warrant shall be automatically converted into a warrant to acquire such number of shares of Parent Common Stock (a “Parent Warrant”) as is determined by multiplying the number of shares of Company Common Stock otherwise acquirable pursuant thereto by the Common Stock Exchange Ratio at an exercise price per share of Parent Common Stock appropriately adjusted such that the aggregate exercise price for such Parent Warrant shall be the same as it was exercisable immediately prior to the Effective Time. At Closing, which amount shall be held in escrow pending the Effective Time, Parent shall expressly assume exercise of such Common Warrant or its repurchase in accordance with its terms; provided that the due and punctual observance and performance holder of each and every covenant contained in, and condition of, any Common Warrant may notify the Company Warrants to be performed and observed by the Company and all the obligations and liabilities thereunder. (a) As promptly as practicable or, after the Effective Time, Parent shall deliver the Surviving Corporation), by delivery thereto of the Repurchase Notice pursuant to each holder Section 2.2(b)(iv) and the terms of a Company such Common Warrant a notice within 30 days after the Warrant Repurchase Date that contains a calculation in reasonable detail and accurately reflects the number of shares of Parent Common Stock that each such holder is exercising the holder's right to cause the Company to repurchase such Common Warrant from such holder for the Black-Scholes Value of such Common Warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such Common Warrants in accordance with their terms; provided, further, that in no event may any holder of Common Warrants receive both the Warrant Consideration and the Black-Scholes Value in exchange for such Common Warrant. (ii) Each Underwater Warrant issued and outstanding immediately prior to the Effective Time shall survive the Merger and remain outstanding, but shall, upon exercise of such warrant in accordance with its terms, be entitled to receive upon no consideration or securities of any kind due to the per-Company Share exercise of such holder’s Company price set forth in each Underwater Warrant and exceeding the applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant to be performed and observed by the Company and all the obligations and liabilities thereunderMerger Consideration. (biii) The number of shares of Parent Common Stock issuable upon exercise of Each Black-Scholes Warrant issued and outstanding immediately prior to the Parent Warrants Effective Time shall be reserved by Parent out treated in the same manner as the Underwater Warrants; provided that the holder of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants any Black-Scholes Warrant may notify the Company (or, after the Effective Time. Notwithstanding , the foregoingSurviving Corporation), upon the expiration by delivery thereto of the Parent WarrantsRepurchase Notice pursuant to Section 2.2(b)(iv) and the terms of such Black-Scholes Warrant, within 30 days after the Warrant Repurchase Date that such Parent Common Stock reserved holder is exercising the holder's right to cause the Company to repurchase such Black-Scholes Warrant from such holder for issuance upon the exercise Black-Scholes Value of such Black-Scholes Warrant, in accordance with its terms and conditions, and the Parent Surviving Corporation shall repurchase such Black-Scholes Warrants shall no longer be reservedin accordance with their terms.

Treatment of Company Warrants. At (i) The Company Common Warrants shall not be assumed or continued by Parent, Midco, the Effective TimeCompany, to or the extent not exercised Surviving Corporation in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, each outstanding and every Company Common Warrant for which a Warrant Cancellation Agreement has been executed and delivered to the Company, per the terms and conditions of the Company Common Warrants and the respective Warrant Cancellation Agreement, at the Effective Time shall be cancelled and extinguished and be converted automatically converted into the right to receive with respect to each share of Company Common Stock received upon exercise of a warrant Company Common Warrant, (i) subject to acquire such Section 2.3, (A) if the holder thereof is (x) an Accredited Stockholder, a number of shares of Parent Common Stock (a “Parent Warrant”) as is determined by multiplying calculated in accordance with the number Certificate of shares Incorporation of Company and the applicable Company Common Stock otherwise acquirable pursuant thereto by 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 Stock Exchange Ratio at Warrant, minus (B) the Per Share Expense Fund Amount and (ii) a contingent right to any cash disbursements required 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 8.9(c). Notwithstanding the foregoing, any Company Common Warrant that has an exercise price per share that equals or exceeds the value of the Parent Common Stock appropriately adjusted underlying such that Company Common Warrant (as set forth on the aggregate exercise price for such Parent Warrant Allocation Schedule) or the Per Share Unaccredited Cash Consideration, as applicable, shall be cancelled and terminated without consideration at the same as it was Effective Time. Any Company Common Warrant that is not represented by a validly executed Warrant Cancellation Agreement shall be terminated per the terms and conditions of such Company Common Warrant prior to the Effective Time. At . (ii) Immediately prior to the Effective Time, Parent each Company Preferred Warrant shall expressly assume the due be cancelled and punctual observance and performance of each and every covenant contained inreplaced by a Replacement Warrant, and condition ofwhich, the Company Warrants to be performed and observed by the Company and all the obligations and liabilities thereunder. (a) As promptly as practicable after following the Effective TimeTime and in accordance with the terms and conditions of the Replacement Warrant, Parent shall deliver represent the right to each holder of receive a Company Warrant a notice that contains a calculation in reasonable detail and accurately reflects the number of shares of Parent Common Preferred Stock that each such holder is entitled to receive upon calculated in accordance with the exercise terms of such holder’s Company the applicable Replacement Warrant and as set forth on the applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant to be performed and observed by the Company and all the obligations and liabilities thereunderAllocation Schedule (without interest thereon). (biii) The number of shares of Parent Common Stock issuable upon exercise of the Parent Warrants shall be reserved by Parent out of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants after Prior to the Effective Time. Notwithstanding , the foregoingboards of directors of Parent, upon Midco, Merger Sub and the expiration Company will adopt such resolutions or take such actions as are reasonably necessary to carry out the terms of the Parent Warrants, such Parent Common Stock reserved for issuance upon the exercise of the Parent Warrants shall no longer be reservedthis Section 2.1(c).

Treatment of Company Warrants. At (a) Subject to the terms and conditions of this Agreement, at the Effective Time, if any Company Warrant is outstanding, each such Company Warrant will automatically be canceled in exchange for the right to receive per Capital Share for which such Company Warrant is exercisable as of immediately prior to the extent not Effective Time (without interest and subject to Section 3.3): (i) the Residual Per Share Amount, minus the exercise price per Capital Share subject to such Company Warrant, as allocated in accordance with and subject to Section 2.15 and provided in the Closing Allocation Schedule; (ii) any cash disbursements required to be made from the General Escrow Amount, the Tax Escrow Amount, Xxxx & Xxxxx Escrow Amount and Expense Fund, in each case, with respect to such share to the former holder of such Company Warrant in accordance with the terms of this Agreement, the Escrow Agreement and the Closing Allocation Schedule when such disbursements, if any, are required to be made; (iii) the Earn-Out Consideration Per Share, if any, if and when distributed in accordance with and subject to Section 2.16 and Section 2.18; and (iv) any adjustment pursuant to Section 3.6(d). If the exercise price per share of any such Company Warrant is equal to or greater than the Residual Per Share Amount pursuant to clause (a)(i) above of this Section 2.11, such Company Warrant shall be canceled without any payment being made in respect thereof. (b) For the avoidance of doubt, if any Company Warrant is exercised prior to the Effective TimeTime (in accordance with this Agreement), each outstanding then the holder of such Company Warrant shall receive, in respect of each such underlying share, the applicable Per Share Consideration to which it is entitled pursuant to Section 2.9 as a holder of Capital Shares hereunder. (c) The Company shall deliver a notice of the Merger to the holders of the Company Warrants when it delivers notice of the Merger to its shareholders, which shall in no event be automatically converted into a warrant less than ten (10) Business Days before the Closing. Such notice shall inform the warrantholder that its Company Warrant will be cancelled in the Merger and entitle the warrantholder to acquire such number of shares of Parent Common Stock (a “Parent Warrant”) the Merger Consideration as is determined by multiplying the number of shares of Company Common Stock otherwise acquirable pursuant thereto by the Common Stock Exchange Ratio at an exercise price per share of Parent Common Stock appropriately adjusted such that the aggregate exercise price for such Parent Warrant forth herein, and shall be the same as it was in a form reasonably acceptable to Buyer; provided, that if any warrantholder elects to exercise its Company Wararnt 505026976.1 prior to Closing, such exercise must be made no less than five (5) Business Days prior to the Effective Time. At the Effective Time, Parent shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition of, the Company Warrants to be performed and observed by the Company and all the obligations and liabilities thereunderClosing. (a) As promptly as practicable after the Effective Time, Parent shall deliver to each holder of a Company Warrant a notice that contains a calculation in reasonable detail and accurately reflects the number of shares of Parent Common Stock that each such holder is entitled to receive upon the exercise of such holder’s Company Warrant and the applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant to be performed and observed by the Company and all the obligations and liabilities thereunder. (b) The number of shares of Parent Common Stock issuable upon exercise of the Parent Warrants shall be reserved by Parent out of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants after the Effective Time. Notwithstanding the foregoing, upon the expiration of the Parent Warrants, such Parent Common Stock reserved for issuance upon the exercise of the Parent Warrants shall no longer be reserved.

Treatment of Company Warrants. At the Effective Time, (a) Prior to the extent not exercised Closing, the Company shall provide a notice to the holders of Company Warrants apprising them that, subject to the holder thereof executing and delivering to the Company prior to the Effective Time, each outstanding Company end of the Business Day on the date that is at least three Business Days prior to the Closing Date a Warrant shall be automatically converted into a warrant to acquire such number of shares of Parent Common Stock Termination Agreement in the form attached hereto as Exhibit F (a “Parent WarrantWarrant Termination Agreement”) as is determined by multiplying the number of shares of Company Common Stock otherwise acquirable pursuant thereto by the Common Stock Exchange Ratio at an exercise price per share of Parent Common Stock appropriately adjusted such that the aggregate exercise price for such Parent Warrant shall be the same as it was prior to the Effective Time. At the Effective Time), Parent shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition of, the Company Warrants to be performed and observed by the Company and all the obligations and liabilities thereunder. (a) As promptly as practicable after the Effective Time, Parent shall deliver to each holder of a Company Warrant a notice that contains a calculation in reasonable detail and accurately reflects the number of shares of Parent Common Stock that each such holder is entitled to receive upon the exercise payments set forth in this Agreement with respect to such Company Warrant, all in accordance with and subject to the terms and conditions of this Agreement and the Warrant Termination Agreement. If a holder timely executes and delivers the Warrant Termination Agreement in accordance with this Section 1.12(a) his or her Company Warrants are “Cashed-Out Warrants” for purposes of this Agreement. Any holder that fails to timely execute and deliver a Warrant Termination Agreement forfeits such holder’s Company Warrant and the applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant to be performed and observed by terminates effective as of the Company and all the obligations and liabilities thereunderClosing. (b) The number Prior to the Closing, the Company’s board of shares of Parent Common Stock issuable upon exercise directors shall adopt appropriate resolutions and take all other actions it determines are reasonably necessary and appropriate to cause each Cashed-Out Warrant that is outstanding immediately prior to the Effective Time to be cancelled and converted as of the Parent Warrants shall Effective Time into the right to receive (subject to the terms and conditions of this Agreement and the Warrant Termination Agreement) a portion of the Aggregate Merger Consideration with respect thereto equal to the Company Warrant Payment Amount less any applicable withholding Taxes (with any such withholding Taxes to be reserved by Parent out paid in cash). As of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants after the Effective Time. Notwithstanding , all Cashed-Out Warrants automatically cease to exist, and each holder of a Cashed-Out Warrant ceases to have any rights with respect thereto, except the foregoingright to receive the Company Warrant Payment Amount, upon if any, in accordance with this Agreement and the expiration of the Parent Warrants, such Parent Common Stock reserved for issuance upon the exercise of the Parent Warrants shall no longer be reservedWarrant Termination Agreements.

Treatment of Company Warrants. At (i) As of the Effective Time, each outstanding and unexercised Company Warrant that, pursuant to the extent not exercised terms of such Company Warrant, shall expire or terminate as a result of the Merger (each, a “Terminated Warrant”) without consideration shall expire or terminate immediately prior to the Effective Time without any consideration payable therefor (whether in the form of cash or otherwise) pursuant to the terms of such Terminated Warrant. (ii) As of the Effective Time, each outstanding and unexercised Company Warrant that, pursuant to the terms of such Company Warrant, requires a payment to the holder thereof and provides for deemed exercise as a result of the Merger (each, an “In-the-Money Warrant”) shall be cancelled and automatically converted into the right to receive an amount in cash calculated pursuant to the terms of such In-the-Money Warrant. (iii) As of the Effective Time, unless otherwise agreed with the holders thereof prior to the Effective Time, each outstanding and unexercised Company Warrant that, pursuant to the terms of such Company Warrant, does not provide for expiration, termination or deemed exercise as a result of the Merger (each, an “Unexercised Warrant”) shall be converted into and thereafter evidence a warrant entitling the holder thereof to receive upon exercise an amount in cash calculated pursuant to the terms of such Unexercised Warrant. Following the Effective Time, each Unexercised Warrant shall be automatically converted into a warrant subject to acquire such number of shares of Parent Common Stock (a “Parent Warrant”) as is determined by multiplying the number of shares of Company Common Stock otherwise acquirable pursuant thereto by the Common Stock Exchange Ratio at an exercise price per share of Parent Common Stock appropriately adjusted such that the aggregate exercise price for such Parent Warrant shall be the same terms and conditions as it was had applied to such Unexercised Warrant as of immediately prior to the Effective Time. At , except for such terms rendered inoperative by reason of the Effective Time, Merger or as otherwise set forth herein or in such Unexercised Warrant and subject to such adjustments as reasonably determined by Parent shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition of, the Company Warrants to be performed necessary or appropriate to give effect to the conversion and observed by the Company and all the obligations and liabilities thereunderMerger. (aiv) As All payments contemplated by this Section 2.8(f) shall be made as promptly as practicable after the Effective Time, Parent shall deliver to each holder and in any event no later than the later of a Company Warrant a notice that contains a calculation in reasonable detail and accurately reflects the number of shares of Parent Common Stock that each time for such holder is entitled to receive upon payment contemplated by the exercise of such holder’s applicable Company Warrant and the applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant to be performed and observed by the Company and all the obligations and liabilities thereunder. (b) The number of shares of Parent Common Stock issuable upon exercise of the Parent Warrants shall be reserved by Parent out of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants after fifth Business Day following the Effective Time. Notwithstanding Parent shall ensure that the foregoingSurviving Corporation has sufficient funds to make all such payments by the applicable times. (v) In connection with the Merger, upon the expiration Company shall deliver any notices required under the terms of any outstanding Company Warrants to the holders thereof, and the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on any such notice and give due consideration to any such comments made by Parent and its counsel. (vi) The Company shall use its reasonable best efforts (A) to take (or cause to be taken) all actions; (B) do (or cause to be done) all things; and (C) assist and cooperate with Parent in doing (or causing to be done) all things, in each case as are necessary, proper or advisable to effectuate (promptly after the Closing) the termination of each Terminated Warrant, the proper exercise of each In-the-Money Warrant by the holders thereof and the assumption by Parent or termination of each Unexercised Warrant, as applicable. The Company may not deliver any materials to holders of the Company Warrants without providing Parent Warrantsand its counsel with a reasonable opportunity to review and comment on any such materials, and the Company shall give due consideration to any such comments made by Parent Common Stock reserved for issuance upon the exercise of the Parent Warrants shall no longer be reservedand its counsel.

Treatment of Company Warrants. At 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, to the extent not exercised prior to the Effective Timea “Company Warrantholder Consent”), that each outstanding Company Warrant shall be either (i) exercised in full in accordance with its terms at or prior to the Closing, or (ii) automatically converted into cancelled effective as of the Effective Time in exchange for a warrant cash payment (the “Warrant Consideration”) equal to acquire such number the product of shares (A) the excess of Parent (x) the Per Share Merger Consideration with respect to a share of Company Common Stock over (a “Parent Warrant”y) as is determined by multiplying the per share exercise price of such Company Warrant and (B) the number of shares of Company Common Stock otherwise acquirable pursuant thereto by the Common Stock Exchange Ratio at an exercise price per share of Parent Common Stock appropriately adjusted subject to such that the aggregate exercise price for such Parent Warrant shall be the same as it was Company Warrant. At or prior to the Effective Time. At the Effective Time, Parent shall expressly assume the due and punctual observance and performance of each and every covenant contained in, and condition ofClosing, the Company Warrants will provide to be performed and observed by Parent a schedule setting forth the Company and all the obligations and liabilities thereunder. (a) As promptly as practicable after the Effective Time, Parent shall deliver aggregate Warrant Consideration payable to each holder of a Company Warrant a notice that contains a calculation in reasonable detail accordance with this Section 5.7(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 accurately reflects the number of shares of Parent Common Stock that form documentation (including with respect to Tax withholding, and including provisions whereby each such holder is entitled irrevocably agrees to, and to receive upon be bound by, the exercise 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 Company Warrant 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 applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant Escrow Agreement) to be performed completed, signed and observed submitted by such holders to the Company and all the obligations and liabilities thereunder. (b) The number of shares of Parent Common Stock issuable upon exercise of the Parent Warrants shall be reserved by Parent out of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants Paying Agent at or after the Effective Time. Notwithstanding the foregoing, upon the expiration Time in order to receive payment of the Warrant Consideration. Parent Warrants, will instruct and cause the Paying Agent to make such Parent Common Stock reserved for issuance upon the exercise payment to each such holder not later than one business day after receipt from such holder of the Parent Warrants shall no longer be reservedsuch documentation.