Common use of Treatment of Warrants Clause in Contracts

Treatment of 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 Common Stock (the “Company Warrants”) shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Warrant shall be entitled to receive, in consideration of the cancellation of such Company Warrant and in settlement therefor, a payment in cash (subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Warrant, and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Company Warrant (such amounts payable hereunder, the “Warrant Payments”). From and after the Effective Time, any such cancelled Company Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Payment. 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 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.

Treatment of 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 Common Stock Shares (the “Company Warrants”) that is issued, unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder of any such cancelled Company Warrant shall be entitled to receive, in consideration of the cancellation of such Company Warrant and in settlement therefor, a payment in cash (subject to any applicable withholding in accordance with Section 2.2(e)or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares previously subject to such Company Warrant, Warrant immediately prior to such cancellation and (ii) the excess, if any, of the Per Share Amount Merger Consideration over the exercise price per Share previously subject to such Company Warrant immediately prior to such cancellation (such amounts payable hereunder, hereunder being referred to as the “Warrant Payments”). No holder of a Company Warrant that, as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Company Warrant. From and after the Effective Time, any such cancelled each Company Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Payment. Promptly following , if any, and the date Company will use its reasonable best efforts to obtain all necessary consents to ensure that former holders of this Agreement (and in Company Warrant will have no event later rights other than the date on which right to receive the Proxy Statement is first mailed to the Company’s stockholders), the Company shall deliver written notice 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 WarrantsWarrant Payment.

Treatment of Warrants. At As of the Effective Time, all outstanding warrants to purchase shares of Company Common Stock ("Company Warrants"), shall be cancelled and converted automatically into the right to receive a cash amount equal to (i) the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by virtue (ii) $18.00 per share (iii) less the aggregate exercise price payable upon the exercise in full of each such Company Warrant immediately prior to the Effective Time. All payments required to be made upon the cancellation of the Merger and without any further action on Company Warrants as provided in this Section 2.10 shall be made by Parent (or, at the part election of Parent, Merger Sub, or by the Company, each outstanding unexercised warrant ) on the Closing Date. The Company shall take all actions necessary to purchase or otherwise acquire shares of Common Stock (effectuate the “foregoing and to cancel and terminate the Company Warrants”. To the extent that (i) shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each former holder the cancellation of any such cancelled Company Warrant shall be entitled to receive, in consideration is not permissible under the terms of the cancellation agreements governing such Company Warrant and (ii) the Company is unable to obtain (after making good faith efforts) any required consent of the holder of such Company Warrant to such cancellation as provided herein, such Company Warrant outstanding at the Effective Time shall not be cancelled and in settlement therefor, a payment in cash shall remain outstanding following the Effective Time and thereafter (subject 1) such Company Warrant shall entitle the holder thereof to any withholding in accordance with Section 2.2(e)) purchase such number of an amount shares of Parent Common Stock as is equal to the product of (ix) the total number of Shares previously shares of Company Common Stock subject to such Company Warrant, warrant immediately prior to the Effective Time and (iiy) the excess, if any, of the Per Share Amount over Exchange Ratio and (2) the exercise price per Share previously share of Parent Common Stock subject to any such Company Warrant as of and after the Effective Time shall be equal to (x) the exercise price per share of the Company Common Stock subject to such Company Warrant (such amounts payable hereunder, the “Warrant Payments”). From and after immediately prior to the Effective Time, any such cancelled Company Warrant shall no longer be exercisable Time divided by (y) the former holder thereof, but shall only entitle such holder to the payment of the Warrant Payment. 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 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 WarrantsExchange Ratio.