Common use of Treatment of Company Warrants Clause in Contracts

Treatment of Company Warrants. Following the date hereof, the Company shall use its commercially reasonable efforts to (x) request the holder of each Company Warrant that is outstanding and unexercised to exercise such Company Warrant in exchange for Company Shares in accordance with the terms of 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 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 Company Warrants assumed by TopCo (each, an “Assumed Warrant”) shall thereupon be converted into rights with respect to TopCo Common Shares and Company Earnout Shares. Accordingly, from and after the consummation of the Share Exchange: (i) each Company Warrant assumed by TopCo may be exercised solely for TopCo Common Shares; (ii) the number of TopCo Common Shares subject to each Assumed Warrant shall be determined by multiplying the number of Company Common Shares that were subject to such Company Warrant immediately prior to the consummation of the Arrangement by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares issuable upon exercise of each Assumed Warrant shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Common Shares subject to such Company Warrant, as in effect immediately prior to the consummation of the Share Exchange (converted into U.S. Dollars by using the USD / CAD Exchange Rate), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; (iv) upon exercise of an Assumed Warrant, the holder thereof is entitled to receive the portion of the TopCo Class A Earnout Shares and the TopCo Class B Earnout Shares to be allocated to each Assumed Warrant upon exercise of each Assumed Warrant pursuant to and in accordance with Section 2.8 and the Allocation Schedule; and (v) any restriction on any Company Warrant assumed by TopCo shall continue in full force and effect and the terms and other provisions of such Company Warrant shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to effectuate the administration of the Assumed Warrants. TopCo shall enter into a supplemental warrant indenture to the Company Warrant Indenture with Odyssey Trust Company, as warrant agent, in order to give effect to this Section 2.3(c).

Treatment of Company Warrants. Following Subject to Section 1.13, at the date hereofEffective Time, the Company shall use its commercially reasonable efforts to (x) request the holder of each Company Warrant that is outstanding and unexercised immediately prior 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 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 Company Warrants assumed by TopCo Effective Time (each, an “Assumed Outstanding Company Warrant”) shall thereupon be converted into rights cancelled and the holder thereof shall be entitled to receive pursuant to this Section 1.9, for such holder’s Company Common Stock subject to such Outstanding Company Warrant: (a) at the Closing, an amount in cash equal to: (A) the amount determined by multiplying (1) the Estimated Common-Equivalents Cash Per Share minus per share exercise price payable in respect of a share of Company Common Stock subject to such Outstanding Company Warrant by (2) the total number of shares of Company Common Stock subject to such Outstanding Company Warrant held by such holder; minus (B) the cash portion of such holder’s Indemnity Escrow Fund Contribution Amount attributable to the total number of shares of Company Common Stock subject to such Outstanding Company Warrant held by such holder; minus (C) the portion of such holder’s Adjustment Escrow Fund Contribution Amount attributable to the total number of shares of Company Common Stock subject to such Outstanding Company Warrant held by such holder; minus (D) the portion of such holder’s Expense Fund Contribution Amount attributable to the total number of shares of Company Common Stock subject to such Outstanding Company Warrant held by such holder; (b) at the Closing, the number of shares of Parent Common Stock equal to: (A) the number of shares of Parent Common Stock determined by multiplying (1) the Estimated Common-Equivalents Stock Per Share by (2) the total number of shares of Company Common Stock subject to such Outstanding Company Warrant held by such holder; minus (B) the stock portion of such holder’s Indemnity Escrow Fund Contribution Amount attributable to the total number of shares of Company Common Stock subject to such Outstanding Company Warrant held by such holder; (c) a cash amount equal to such holder’s portion of the Additional Closing Cash Consideration, if any, attributable to the total number of shares of Company Common Stock that were subject to such Outstanding Company Warrant held by such holder, when issuable pursuant to Section 1.12(e)(ii); (d) the number of shares of Parent Common Stock equal to the product of (1) the Contingent Stock Per Share times (2) the total number of shares of Company Common Stock that were subject to such Outstanding Company Warrant held by such holder, if and when issuable pursuant to Section 1.7; and (e) any cash and stock disbursements required to be made from the Indemnity Escrow Fund, the Adjustment Escrow Fund, and the Expense Fund with respect to TopCo Common Shares such Outstanding Company Warrant to the former holder thereof in accordance with the Escrow Agreement and Section 11.1(f) if, as and when such disbursements are required to be made. Prior to the Effective Time, the Company Earnout Shares. Accordinglyshall take all action that may be necessary to effectuate the provisions of this Section 1.9 and to ensure that, from and after the consummation Effective Time, each holder of the Share Exchange: (i) each an Outstanding Company Warrant assumed by TopCo may be exercised solely cancelled as provided in this Section 1.9 shall cease to have any rights with respect thereto, except the right for TopCo Common Shares; (ii) each holder of an Outstanding Company Warrant to receive the number consideration specified in this Section 1.9, without interest. Notwithstanding anything to the contrary set forth herein, no holder of TopCo Common Shares subject to each Assumed an Outstanding Company Warrant shall be determined by multiplying the number of Company Common Shares that were subject entitled to receive any payment therefor until such Company Warrant immediately prior holder has executed and delivered to the consummation of the Arrangement by the Exchange RatioParent a Joinder Agreement, and rounding the resulting number down to the nearest whole number no holder of TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares issuable upon exercise of each Assumed an Outstanding Company Warrant shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Common Shares subject to such Company Warrant, as in effect immediately prior to the consummation of the Share Exchange (converted into U.S. Dollars by using the USD / CAD Exchange Rate), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; (iv) upon exercise of an Assumed Warrant, the holder thereof is entitled to receive the portion of the TopCo Class A Earnout Shares any Parent Common Stock until such holder has executed and the TopCo Class B Earnout Shares delivered to be allocated to each Assumed Warrant upon exercise of each Assumed Warrant pursuant to Parent a Lock-Up Agreement and in accordance with Section 2.8 and the Allocation Schedule; and (v) any restriction on any Company Warrant assumed by TopCo shall continue in full force and effect and the terms and other provisions of such Company Warrant shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to effectuate the administration of the Assumed Warrants. TopCo shall enter into a supplemental warrant indenture to the Company Warrant Indenture with Odyssey Trust Company, as warrant agent, in order to give effect to this Section 2.3(c)an Investor Questionnaire.

Treatment of Company Warrants. Following (a) Company Warrants will not be continued, assumed or substituted by the date hereofSurviving Corporation or Parent as part of the Merger. Prior to the Closing, the Company shall use its commercially reasonable efforts Company’s board of directors will adopt appropriate resolutions and will take all other actions necessary and appropriate to (x) request the holder of cause each Company Warrant that is outstanding and unexercised 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 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 Company Warrants assumed by TopCo (each, an “Assumed Warrant”) shall thereupon be converted into rights with respect to TopCo Common Shares and Company Earnout Shares. Accordingly, from and after the consummation of the Share Exchange: (i) each Company Warrant assumed by TopCo may be exercised solely for TopCo Common Shares; (ii) the number of TopCo Common Shares subject to each Assumed Warrant shall be determined by multiplying the number of Company Common Shares that were subject to such Company Warrant immediately prior to the consummation Effective Time, whether vested or unvested, to and be cancelled and converted into the right to receive (subject to the terms and conditions of this Agreement) a cash payment with respect thereto equal to the amount set forth below, less any applicable withholding Taxes , at the time(s) described herein. (b) As of the Arrangement by Effective Time, all Company Warrants will be cancelled and converted into the Exchange Ratioright to receive (i) promptly after the Effective Time, and rounding the resulting number down an amount in cash, without interest, equal to the nearest whole product of (A) the aggregate number of TopCo Common Shares; Company Shares for which such Company Warrant was vested immediately prior to the Effective Time, multiplied by (iiiB) the difference between the per share exercise price for TopCo Common Shares issuable upon exercise Company Share amount of each Assumed Warrant shall be expressed in U.S. Dollars and determined by dividing the Closing Cash Consideration minus the per share exercise price of Company Common Shares subject to such Company Warrant, as in effect immediately prior to the consummation (ii) a Pro Rata Portion of the Share Exchange release of any Escrow Amount or Final Adjustment Amount payable to Company Securityholders, (converted into U.S. Dollars by using iii) the USD / CAD Exchange Rate)portion of each Earn-out Payment, by if any, payable with respect to such Company Warrant in the Exchange Ratio manner provided in Section 1.6, and rounding the resulting exercise price up to the nearest whole cent; (iv) upon exercise a Reallocation Pro Rata Portion of an Assumed Warrantthe release of any Total Reallocated Merger Consideration payable to the Company Securityholders as provided in Section 1.17. (c) In accordance with this Agreement and the Warrant Termination Agreements, as promptly as reasonably practicable in the holder thereof is entitled to receive ordinary course of business following the date that any portion of the TopCo Class A Earnout Shares and amount set forth on the TopCo Class B Earnout Shares Consideration Spreadsheet is due to Company Warrantholders, Parent will deposit, or cause to be allocated deposited with the Payment Agent, cash in an amount equal to each Assumed Warrant upon exercise such amount by wire transfer of each Assumed Warrant pursuant immediately available funds, for further distribution by the Paying Agent to and the Company Warrantholders in accordance with Section 2.8 and the Allocation Schedule; and (v) any restriction on any Company Warrant assumed by TopCo shall continue in full force and effect and the terms and other provisions of such Company Warrant shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to effectuate the administration of the Assumed Warrants. TopCo shall enter into a supplemental warrant indenture to the Company Warrant Indenture with Odyssey Trust Company, as warrant agent, in order to give effect to this Section 2.3(c)updated Consideration Spreadsheet.

Treatment of Company Warrants. Following the date hereof, Except for the Company Warrant set forth on Schedule 1.10 (the “Terminated Warrant”), which shall use terminate pursuant to its commercially reasonable efforts terms immediately prior to (x) request the holder of First Effective Time, at the First Effective Time, each other Company Warrant that is outstanding and unexercised immediately prior 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 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 Company Warrants assumed by TopCo First Effective Time (each, an “Assumed Outstanding Company Warrant”) shall thereupon be converted into rights cancelled and the holder thereof shall be entitled to receive pursuant to this Section 1.10, for such holder’s Company Capital Stock subject to such Outstanding Company Warrant: (a) at the Closing, an interest in the Master Parent Promissory Note equal to: (A) the product of (1) the Per Share Closing Notes Amount minus the Closing Notes Percentage (Second Adjustment) of the per share exercise price payable in respect of a share of Company Capital Stock subject to such Outstanding Company Warrant by (2) the total number of shares of Company Capital Stock subject to such Outstanding Company Warrant held by such holder; minus (B) the portion of such holder’s Indemnification Escrow Fund Contribution Amount attributable to the total number of shares of Company Capital Stock subject to such Outstanding Company Warrant held by such holder; minus (C) the portion of such holder’s PPP Escrow Fund Contribution Amount attributable to the total number of shares of Company Capital Stock subject to such Outstanding Company Warrant held by such holder; minus (D) the portion of such holder’s Expense Fund Contribution Amount attributable to the total number of shares of Company Capital Stock subject to such Outstanding Company Warrant held by such holder; (b) at the Closing, the number of shares of Parent Common Stock equal to (A) the product of (1) the Per Share Closing Stock Amount times (2) the total number of shares of Company Capital Stock that were subject to such Outstanding Company Warrant held by such holder minus (B) the quotient of (x) the Closing Stock Percentage (Second Adjustment) of the per share exercise price payable in respect of a share of Company Capital Stock subject to such Outstanding Company Warrant times the total number of shares of Company Capital Stock that were subject to such Outstanding Company Warrant held by such holder divided by (y) Parent Per Share Price (Stipulated); (c) an additional interest in the Amended Master Parent Promissory Note equal to such holder’s portion of the Additional Closing Notes Consideration, if any, attributable to the total number of shares of Company Capital Stock that were subject to such Outstanding Company Warrant held by such holder, when issuable pursuant to Section 1.13(e)(ii); (d) the number of shares of Parent Common Stock equal to the product of (A) the Per Share Contingent Stock Amount (2021) times (B) the total number of shares of Company Capital Stock that were subject to such Outstanding Company Warrant held by such holder, when issuable pursuant to Section 1.7(a); (e) the number of shares of Parent Common Stock equal to the product of (A) the Per Share Contingent Stock Amount (2022) times (B) the total number of shares of Company Capital Stock that were subject to such Outstanding Company Warrant held by such holder, when issuable pursuant to Section 1.7(b); and (f) any cash disbursements required to be made from the Indemnification Escrow Fund, the PPP Escrow Fund and the Expense Fund with respect to TopCo Common Shares such Outstanding Company Warrant to the former holder thereof in accordance with the Escrow Agreement, the PPP Escrow Agreement and Section 11.1(f) if, as and when such disbursements are required to be made. Prior to the Effective Time, the Company Earnout Shares. Accordinglyshall take all action that may be necessary to effectuate the provisions of this Section 1.10 and to ensure that, from and after the consummation Effective Time, each holder of the Share Exchange: (i) each an Outstanding Company Warrant assumed by TopCo may be exercised solely cancelled as provided in this Section 1.10 shall cease to have any rights with respect thereto, except the right for TopCo Common Shares; (ii) each holder of an Outstanding Company Warrant to receive the number consideration specified in this Section 1.10, without interest. Notwithstanding anything to the contrary set forth herein, no holder of TopCo Common Shares subject to each Assumed an Outstanding Company Warrant shall be determined by multiplying the number of Company Common Shares that were subject to such Company Warrant immediately prior to the consummation of the Arrangement by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares issuable upon exercise of each Assumed Warrant shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Common Shares subject to such Company Warrant, as in effect immediately prior to the consummation of the Share Exchange (converted into U.S. Dollars by using the USD / CAD Exchange Rate), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; (iv) upon exercise of an Assumed Warrant, the holder thereof is entitled to receive any interest in the portion of the TopCo Class A Earnout Shares Master Parent Promissory Note or Parent Common Stock in exchange therefor until such holder has executed and the TopCo Class B Earnout Shares delivered to be allocated to each Assumed Warrant upon exercise of each Assumed Warrant pursuant to Parent a Joinder Agreement, a Lock-Up Agreement and in accordance with Section 2.8 and the Allocation Schedule; and (v) any restriction on any Company Warrant assumed by TopCo shall continue in full force and effect and the terms and other provisions of such Company Warrant shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to effectuate the administration of the Assumed Warrants. TopCo shall enter into a supplemental warrant indenture to the Company Warrant Indenture with Odyssey Trust Company, as warrant agent, in order to give effect to this Section 2.3(c)an applicable Investor Questionnaire.

Treatment of Company Warrants. Following The Company Warrants shall not be assumed or continued by Parent or the date hereofCompany in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, the Company Warrants (other than the [***] Warrants) shall use its commercially reasonable efforts to (x) request automatically convert into the holder of each Company Warrant that is outstanding and unexercised to exercise such Company Warrant in exchange for Company Shares in accordance with the terms of 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 following the consummation of the Share Exchange, each Company Warrant that remains outstanding and unexercised shall become converted into and become a warrant exercisable right 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 each share of Company Common Shares under the Company Warrants assumed by TopCo (eachCapital Stock subject thereto, an “Assumed Warrant”) shall thereupon be converted into rights with respect to TopCo Common Shares and Company Earnout Shares. Accordingly, from and after the consummation of the Share Exchange: (i) each Company Warrant assumed by TopCo may be exercised solely for TopCo Common Shares; at the Closing, subject to Section 1.9, the product of (iix)(A) the number of TopCo Common Shares subject to consideration payable for each Assumed Warrant shall be determined by multiplying the number share of Company Common Shares that were subject Capital Stock pursuant to such Company Warrant immediately prior Section 1.7(a), minus (B) an amount in cash equal to the consummation of the Arrangement by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares issuable upon exercise of each Assumed Warrant shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of such Company Warrants, multiplied by (y) the total number of shares of Company Common Shares Stock subject to such Company Warrants (assuming conversion of any Preferred Stock that may be purchasable pursuant to such Warrant, as in effect ) immediately prior to its cancellation (such payment to be net of withholdings, if any, and without interest) (ii) any cash disbursements required to be made from the consummation 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 Share Exchange (converted into U.S. Dollars by using the USD / CAD Exchange Ratereleased amount), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; (iv) upon exercise of an Assumed Warrantwithout interest, the holder thereof is entitled to receive the portion of the TopCo Class A Earnout Shares and the TopCo Class B Earnout Shares to be allocated to in each Assumed Warrant upon exercise of each Assumed Warrant pursuant to and case in accordance with Section 2.8 1.10(d) and/or Section 1.15(f) (and the Allocation Schedule; and terms of the Escrow Agreements), as applicable, (iii) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Company Warrant (other than [***] Warrants) to such Company Warrantholder (which shall exclude holders of [***] Warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), without interest, in accordance with Section 1.15(e), (iv) any cash disbursements required to be made from the 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) any restriction on any Company Warrant assumed by TopCo shall continue in full force the Per Share First Anniversary Payment Amount and effect and (vi) the terms and other provisions Per Share Second Anniversary Payment Amount. For the avoidance of such Company Warrant shall otherwise remain unchangeddoubt, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to effectuate the administration of the Assumed Warrants. TopCo shall enter into a supplemental warrant indenture payment to the Company Warrant Indenture with Odyssey Trust Company, as warrant agent, in order to give effect to this holders of [***] Warrants shall be governed by Section 2.3(c)5.19 hereof.