Common use of Target Warrants Clause in Contracts

Target Warrants. Each unexpired and unexercised Target Warrant outstanding immediately prior to the Effective Time shall be assumed by Acquiror. Each such warrant so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions as those that existed immediately prior to the Effective Time, except that (i) such warrant shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such warrant immediately prior to the Effective Time multiplied by the Target Common Stock Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock and (ii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed warrant shall be equal to the quotient determined by dividing the exercise price per share of Target Common Stock at which such warrant was exercisable immediately prior to the Effective Time by the Target Common Stock Exchange Ratio, rounded up to the nearest whole cent. In addition, upon exercise of such warrant, the holder thereof will be entitled to receive, for each share of underlying Acquiror Common Stock for which the warrant is so exercised, an amount in cash equal to (i) the Target Common Stock Per Share Cash Consideration divided by (ii) the Target Common Stock Exchange Ratio. Acquiror shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under the Target Warrants assumed in connection with this SECTION 1.6(d). After the Effective Time, Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding Target Warrant, a document in form and substance satisfactory to the Stockholders' Agent (as defined in SECTION 8.8) evidencing the foregoing assumption of such Target Warrant by Acquiror.

Target Warrants. Each unexpired and unexercised (a) At the Effective Time, each Target Warrant that (i) is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be assumed by Acquiror. Each such warrant so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions as those that existed of immediately prior to the Effective Time, except (ii) which has an exercise price that (i) such warrant shall be exceeds, for Target Warrants exercisable for Target Common Stock, the Common Per Share Amount, for Target Warrants exercisable for Series A Preferred Stock, the Series A Per Share Amount or, for Target Warrants exercisable for Series B-1 Preferred Stock, the Series B-1 Per Share Amount, and (iii) that number is held by a Person who has executed and delivered to Acquiror a Warrant Acknowledgment by no later than 5 p.m. Pacific Time on the day that is one (1) Business Day prior to the Effective Time (an “Eligible Target Warrant”) shall, on the terms and subject to the conditions set forth in this Agreement, be, by virtue of whole shares the Merger and without any action on the part of Acquiror Common Stock Acquiror, Merger Sub, Target, the holder of the Eligible Target Warrant or any other Person, cancelled, and each holder of an Eligible Target Warrant shall cease to have any rights with respect thereto other than the right to receive, (A) an amount in cash, without interest, equal to the product of (1) the aggregate number of shares of Target Capital Stock subject to such Target Warrant multiplied by (2) the excess of the Common Stock that were issuable upon exercise of such warrant immediately prior Per Share Amount, Series A Per Share Amount or Series B-1 Per Share Amount, as applicable, payable with respect to the Effective Time multiplied by class or series of Target Capital Stock underlying the Eligible Target Common Stock Exchange Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock and (ii) Warrant over the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed warrant shall be equal to the quotient determined by dividing the exercise price per share of Eligible Target Common Stock at which such warrant was exercisable immediately prior to the Effective Time by the Target Common Stock Exchange RatioWarrant, rounded up to the nearest whole cent. In addition, upon exercise and (B) any amounts that may become payable in respect of such warrantEligible Target Warrant in the future from the Escrow Consideration or Expense Fund Amount in accordance with Section 9, if, as and when such release is required to be made. The amounts in (A)-(B) above, the holder thereof will be entitled to receive, for each share of underlying Acquiror Common Stock for which the warrant is so exercised, an amount in cash equal to (i) the Target Common Stock Per Share Cash Consideration divided by (ii) the Target Common Stock Exchange Ratio. Acquiror shall take all corporate action necessary to reserve and make available for issuance a sufficient number of shares of Acquiror Common Stock for delivery under the Target Warrants assumed in connection with this SECTION 1.6(d)“Warrant Cash-out Payment”. After the Effective Time, Acquiror will issue to the holder of each person who, immediately prior Eligible Target Warrant shall only be entitled to the Effective Time was Warrant Cash-Out Payment with respect to such Eligible Target Warrants. For the sake of clarity, a holder Target Warrant with an exercise price equal to or in excess of, for Target Warrants exercisable for Target Common Stock, the Common Per Share Amount, for Target Warrants exercisable for Series A Preferred Stock, the Series A Per Share Amount or, for Target Warrants exercisable for Series B-1 Preferred Stock, the Series B-1 Per Share Amount, or that is held by a Person who does not timely execute and deliver a Warrant Acknowledgement as set forth herein, shall be canceled without any consideration. (b) The holders of an all outstanding Target WarrantWarrants with an exercise price less than, for Target Warrants exercisable for Target Common Stock, the Common Per Share Amount, for Target Warrants exercisable for Series A Preferred Stock, the Series A Per Share Amount or, for Target Warrants exercisable for Series B-1 Preferred Stock, the Series B-1 Per Share Amount shall have executed and delivered to Acquiror, an acknowledgement in the form attached hereto as Exhibit F (a document “Warrant Acknowledgement”), accepting the consideration provided by this Section 2.8(a) in form lieu of any other consideration that might be claimed by any such holder, unconditionally and substance satisfactory to the Stockholders' Agent (as defined irrevocably waiving and releasing all right or claim that such holder might have or assert in SECTION 8.8) evidencing the foregoing assumption respect of such consideration other than the right to receive the Warrant Cash-out Payment, and acknowledging that the Target Warrant by AcquirorWarrants shall terminate upon and may not be exercised after the Closing Date.

Target Warrants. Each At the Effective Time each unexpired and unexercised Target Warrant outstanding immediately prior to the Effective Time that is then outstanding, whether or not exercisable and whether or not vested, shall be assumed by AcquirorAcquiror and converted into a warrant to purchase shares of Acquiror Common Stock ("Acquiror Warrant") as provided herein. Each such warrant Target Warrant so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions as those that existed were applicable to such Target Warrant immediately prior to the Effective Time, except provided that (iA) such warrant Target Warrant shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Capital Stock that were issuable upon exercise in full of such warrant Target Warrant immediately prior to the Effective Time (without regard to vesting) multiplied by the Target Common Stock Exchange Ratio and (rounded down to the nearest whole number of shares of Acquiror Common Stock Stock) and (iiB) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed warrant Target Warrant shall be equal to the quotient determined by dividing the exercise price per share of Target Common Capital Stock at which such warrant Target Warrant was exercisable immediately prior to the Effective Time by the Target Common Stock Exchange Ratio, Ratio (rounded up to the nearest whole cent. In addition, upon exercise of such warrant, the holder thereof will be entitled to receive, for each share of underlying Acquiror Common Stock for which the warrant is so exercised, an amount in cash equal to (i) the Target Common Stock Per Share Cash Consideration divided by (ii) the Target Common Stock Exchange Ratio). Acquiror shall take shall, at all corporate action necessary to reserve times from and after the Effective Time, reserve, keep and make available for issuance a sufficient number of all shares of Acquiror Common Stock for delivery under that are issuable upon the exercise in full of all Acquiror Warrants resulting from the assumption and conversion of Target Warrants assumed in connection accordance with this SECTION 1.6(d). After Section and shall, as promptly as practicable after the Effective Time, Acquiror will issue to each person who, holder of a Target Warrant that is outstanding immediately prior to the Effective Time was a holder of an outstanding Target Warrant, a document in form and substance satisfactory to the Stockholders' Agent (as defined in SECTION 8.8) evidencing the foregoing assumption of such Target Warrant by AcquirorAcquiror and the conversion of such Target Warrant into an Acquiror Warrant as provided herein.