Common use of Treatment of Company Warrants Clause in Contracts

Treatment of Company Warrants. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, or the Company, each outstanding unexercised warrant to purchase or otherwise acquire shares of Company Common Stock (the “Company Warrants”) shall be canceled and, in exchange therefor, each former holder of any such canceled Company Warrant shall, upon surrender of such canceled Company Warrant, be entitled to receive from Parent, in consideration of the cancellation of such Company Warrant and in settlement therefor, a payment in cash (without interest, and subject to any withholding in accordance with Section 2.3(g)) of an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration (such amounts payable hereunder, the “Warrant Consideration”). From and after the Effective Time, any such canceled Company Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Consideration. Promptly following the date of this Agreement (and in no event later than the date on which the Proxy Statement is first mailed to the Company’s stockholders), the Company shall deliver written notice, in a form reasonably acceptable to Parent, to each holder of a Company Warrant, in accordance with the terms of the applicable Company Warrant, informing such holders of the effect of the Merger on the Company Warrants. The Company shall provide Parent a reasonable opportunity to review and comment upon such notice prior to delivery of such notice to the holders of Company Warrants. Prior to the Effective Time, the Company shall take all necessary actions to permit the cancelling and exchange of the Company Warrants contemplated by the foregoing provisions of this Section 2.2.

Treatment of Company Warrants. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, or the Company, each outstanding unexercised warrant to purchase or otherwise acquire shares of Company Common Stock (the “Company Warrants”) shall be canceled and, in exchange therefor, each former holder of any such canceled Company Warrant shall, upon surrender of such canceled Company Warrant, be entitled to receive from Parent, in consideration of the cancellation of such Company Warrant and in settlement therefor, a payment in cash (without interest, and subject to any withholding in accordance with Section 2.3(g)) of an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration (such amounts payable hereunder, the “Warrant Consideration”). From and after the Effective Time, any such canceled Company Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Consideration. Promptly following the date of this Agreement (and in no event later than the date on which the Proxy Statement is first mailed to the Company’s stockholders), the Company shall deliver written notice, in a form reasonably acceptable to Parent, to each holder of a Company Warrant, in accordance with the terms of the applicable Company Warrant, informing such holders of the effect of the Merger on the Company Warrants. The Company shall provide Parent a reasonable opportunity to review and comment upon such notice prior to delivery of such notice to the holders of Company Warrants. Prior to the Effective Time, the Company shall take shall, in accordance with the terms of all necessary actions unexercised and unexpired warrants to permit purchase Shares under any warrant agreements entered into by the cancelling Company and exchange the warrant holders party thereto (collectively, the “Company Warrants”), deliver notices to the holders of the Company Warrants contemplated Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be required pursuant to the terms of the Company Warrants. At the Effective Time, each Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the foregoing provisions product, if any, of (i) the number of Shares subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share under such Company Warrant (the “Warrant Consideration”); provided that, if the exercise price per Share of any such Company Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be cancelled without any payment being made in respect thereof. Upon the surrender and cancellation of each Company Warrant in accordance with this Section 2.22.02, each former holder of such cancelled Company Warrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02.

Treatment of Company Warrants. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the Companyany holder of a Company Warrant, each outstanding unexercised warrant to purchase or otherwise acquire shares of Company Common Stock (the “Company Warrants”) shall be canceled and, in exchange therefor, each former holder of any such canceled Company Warrant that is outstanding as of immediately prior to the Effective Time shall, upon surrender of such canceled Company Warrantthe Effective Time, be entitled convert into the right to receive from Parentcash, without interest and, if applicable, subject to Tax withholdings, in consideration of the cancellation of such Company Warrant and in settlement therefor, a payment in cash (without interest, and subject to any withholding in accordance with Section 2.3(g)) of an amount equal to the product of (ia) the total number of shares Company Class A Common Shares the holder of Company Common Stock subject to such Company Warrant would have received had such Company Warrant been exercised in full on a cash basis immediately prior to the Effective Time, Time multiplied by (iib) the excess, if any, of the Merger Consideration (over the exercise price per Company Class A Common Share underlying such amounts payable hereunderCompany Warrant; provided that if the exercise price per Company Class A Common Share underlying such Company Warrant is equal to or greater than the Merger Consideration, no payment shall be due to the “holder of such Company Warrant Consideration”)upon the surrender of the Company Warrant to the Company or the Surviving Corporation. From and after As of the Effective Time, each holder of Company Warrants shall cease to have any such canceled other rights in and to the Company and the Surviving Corporation, and each Company Warrant shall no longer thereafter represent only the right to receive the applicable amounts payable pursuant to the foregoing sentence, if any (without interest and, if applicable, subject to Tax withholdings). All payments under this Section 2.07 shall be exercisable made by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Consideration. Promptly Surviving Corporation as soon as practicable and no later than five Business Days following the date holder’s exercise of this Agreement (and in no event later than the date on which the Proxy Statement is first mailed to the Company’s stockholders), the Company shall deliver written notice, in a form reasonably acceptable to Parent, to each holder of a Company Warrant, in accordance with the terms of the applicable Company Warrant, informing such holders of the effect of the Merger on the Company Warrants. The Company shall provide Parent a reasonable opportunity to review and comment upon such notice prior to delivery of such notice to the holders of Company Warrants. Prior to the Effective Time, the Company shall take all necessary actions to permit the cancelling and exchange of the Company Warrants contemplated by the foregoing provisions of this Section 2.2.

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 Time. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentAcquiror, Merger Sub, or the Company, any Securityholder, or any other Person, each outstanding and unexercised warrant to purchase or otherwise acquire shares of In-the-Money Company Common Stock (the “Company Warrants”) Warrant shall be canceled terminated and cancelled and, subject to the terms and conditions set forth in exchange thereforthis Section 1.3 and throughout this Agreement (including 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 former holder of any such canceled Company Warrant shall, share issuable upon surrender exercise in full of such canceled Company Warrant, be entitled an amount in cash, without interest, equal to receive from Parent, in consideration (1) the excess of the cancellation Per Share Closing Cash Consideration over the per share exercise price of such Company Warrant and 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 settlement therefor, a payment in cash (without interestaccordance with, and subject to any withholding in accordance with the terms of, Section 2.3(g2.3(d)(iii)) of an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration (such amounts payable hereunder, the “Warrant Consideration”). From and after For purposes of calculating the Effective Time, any such canceled Company Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder aggregate amount of consideration payable to the payment of the Warrant Consideration. Promptly following the date of each Warrantholder pursuant to this Agreement (and in no event later than the date on which the Proxy Statement is first mailed to the Company’s stockholdersSection 1.3(d)(i), the (x) all shares underlying Company Warrants held by such Warrantholder shall deliver written notice, in a form reasonably acceptable to Parent, to each holder of be aggregated on a Company Warrant-by-Company Warrant basis, in accordance with and (y) the terms amount of the applicable cash to be paid to each Warrantholder for each Company Warrant, informing Warrant held by such holders of the effect of the Merger on the Company Warrants. The Company Warrantholder shall provide Parent a reasonable opportunity to review and comment upon such notice prior to delivery of such notice be rounded down to the holders of Company Warrants. Prior to the Effective Time, the Company shall take all necessary actions to permit the cancelling and exchange of the Company Warrants contemplated by the foregoing provisions of this Section 2.2nearest whole cent.