Common use of Warrants and Options Clause in Contracts

Warrants and Options. (1) At the Effective Time, all outstanding warrants and stock options issued by the Company to purchase shares of Company Common Stock (collectively, the “Company Warrants”) that have not been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed be a warrant or option, as the case may be (collectively, the “Parent Warrants”) to acquire the same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exercise price per share for the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant. Schedule 1.7(a)(1) attached hereto sets forth the name of each holder of Company Warrants, the aggregate number of shares of Company Common Stock that each such person may purchase pursuant to the exercise of his, her or its Company Warrants and the aggregate number of shares of Parent Common Stock that each such person may purchase upon exercise of Parent Warrants acquired pursuant to this Section 1.7(a)(1). By its signature hereunder, Parent expressly assumes the obligation to issue Parent Common Stock to the holders of Parent Warrants upon exercise thereof, in accordance with the provisions of this Section 1.7(a)(1). The Company shall be permitted to amend Schedule 1.7(a)(7) to reflect (i) any warrants or options issued by the Company in connection with any new members of management of the Company retained following the date hereof and prior to the Effective Time, and (ii) the final number of warrants issued in connection with the Final Offering. (2) Without limiting the generality of the foregoing, the Company and the Parent shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(a). (b) Parent shall take all action necessary and appropriate, on or prior to the Effective Time, to authorize and reserve a number of shares of Parent Common Stock sufficient for issuance upon the exercise of Parent Warrants following the Effective Time as contemplated by this Section 1.7. (c) Other than the Company Warrants, all options, warrants and rights to purchase Company Common Stock outstanding as of the Effective Date will be exercised or terminated at or prior to the Effective Time, and neither Parent nor Acquisition Corp. shall assume or have any obligation with respect to such options, warrants or rights.

Warrants and Options. (1a) At Prior to the First Merger Effective Time, all outstanding warrants and stock options issued by the Company to purchase shares of Company Common Stock (collectivelywill take necessary action so that each Warrant that is unexpired, the “Company Warrants”) that have not been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed be a warrant or option, as the case may be (collectively, the “Parent Warrants”) to acquire the same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full unexercised and outstanding immediately prior to the First Merger Effective Time at Time, whether vested or unvested, shall be automatically cancelled and terminated as of the First Merger Effective Time. Upon the cancellation thereof, each Warrant that is vested (after giving effect to any applicable acceleration of vesting) (a price per share of Parent Common Stock equal to the exercise price per share for the shares of Company Common Stock otherwise purchasable pursuant to such “Vested Company Warrant. Schedule 1.7(a)(1”) attached hereto sets forth shall be converted into the name right to receive in respect of each holder of Company Warrants, the aggregate number of shares share of Company Common Stock that each was issuable upon exercise of such person may purchase Vested Company Warrant immediately prior to the First Merger Effective Time: (A) a cash amount equal to (1) the Closing Cash Per Share Participating Amount, to be paid pursuant to Section 3.4, as adjusted pursuant to Section 3.5, less the applicable exercise price per share of hissuch Vested Company Warrant, her or its Company Warrants (2) the Escrow Cash Per Share Amount, pursuant to Section 3.7 and subject thereto and (3) the aggregate Additional Escrow Amount Per Escrow Participating Share, pursuant to Section 3.7 and subject thereto, and (B) a number of shares of Parent Buyer Common Stock that each such person may purchase upon exercise of Parent Warrants acquired equal to (1) the Closing Common Stock Per Share Amount, issued pursuant to this Section 1.7(a)(1). By its signature hereunder, Parent expressly assumes the obligation to issue Parent Common Stock to the holders of Parent Warrants upon exercise thereof, in accordance with the provisions of this Section 1.7(a)(1). The Company shall be permitted to amend Schedule 1.7(a)(7) to reflect (i) any warrants or options issued by the Company in connection with any new members of management of the Company retained following the date hereof 3.4 and prior to the Effective Time, and (ii) the final number of warrants issued in connection with the Final Offering. (2) Without limiting the generality of the foregoingEscrow Common Stock Per Share Amount, the Company pursuant to Section 3.7 and the Parent shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(a)subject thereto. (b) Parent shall Prior to the First Merger Effective Time, the Company will take all necessary action necessary so that each Option that is unexpired, unexercised and appropriate, on or outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, shall be automatically cancelled and terminated as of the First Merger Effective Time. Upon the cancellation thereof, each Option that is vested (after giving effect to authorize any applicable acceleration of vesting) (a “Vested Company Option”) shall be converted into the right to receive in respect of each share of Company Common Stock that was issuable upon exercise of such Vested Company Option immediately prior to the First Merger Effective Time an amount determined as follows: (i) For Vested Company Options held by Accredited Equityholders: (A) a cash amount equal to (1) the Closing Cash Per Share Participating Amount, to be paid by the Surviving Company on the first payroll following receipt of a Surrender Agreement by the Surviving Company, as adjusted pursuant to Section 3.5, less the applicable exercise price per share of such Vested Company Option, (2) the Escrow Cash Per Share Amount, pursuant to Section 3.7 and reserve subject thereto, to be paid by the Surviving Company and (3) the Additional Escrow Amount Per Escrow Participating Share, pursuant to Section 3.7 and subject thereto, to be paid by the Surviving Company, and (B) a number of shares of Parent Buyer Common Stock sufficient for issuance upon equal to (1) the exercise of Parent Warrants following Closing Common Stock Per Share Amount, issued pursuant to Section 3.4 and (2) the Effective Time as contemplated by this Escrow Common Stock Per Share Amount, pursuant to Section 1.73.7 and subject thereto. (cii) Other than For Vested Company Options held by Non-Accredited Equityholders who are Escrow Participants: a cash amount equal to (1) the Closing Cash Per Share Participating Amount, to be paid by the Surviving Company Warrantson the first payroll following receipt of a Surrender Agreement by the Surviving Company, all optionsas adjusted pursuant to Section 3.5, warrants less the applicable exercise price per share of such Vested Company Option, (2) the Closing Cash in Lieu of Stock Per Share Amount, (2) the Escrow Cash Per Share Amount, pursuant to Section 3.7 and rights subject thereto, to purchase be paid by the Surviving Company, (3) Escrow Cash in Lieu of Stock Per Share Amount, pursuant to Section 3.7 and subject thereto, to be paid by the Surviving Company Common Stock outstanding as and (5) the Additional Escrow Amount Per Escrow Participating Share, pursuant to Section 3.7 and subject thereto, to be paid by the Surviving Company. (iii) For Vested Company Options held by Non-Accredited Equityholders who are Non-Participating Optionees, a cash amount equal to the sum of the Effective Date will Closing Cash Per Share Amount, the Closing Cash in Lieu of Stock Per Share Amount and the Escrow Cash Per Share Amount, to be exercised or terminated at or prior paid by the Surviving Company on the first payroll following receipt of a Surrender Agreement by the Surviving Company, as adjusted pursuant to Section 3.5, less the Effective Time, and neither Parent nor Acquisition Corp. shall assume or have any obligation with respect to applicable exercise price per share of such options, warrants or rightsVested Company Option.

Warrants and Options. (1i) At the Effective Time, all outstanding warrants and stock options issued by the Company to purchase shares of Company Common Stock (collectively, the “Company Warrants”"COMPANY WARRANTS") that have not been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed to be a warrant or option, as (the case may be (collectively, the “Parent Warrants”"PARENT WARRANTS") to acquire the same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exercise price per share for the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant. Schedule 1.7(a)(1SCHEDULE 1.7(a)(i) attached hereto sets forth the name of each holder of Company Warrants, the aggregate number of shares of Company Common Stock that each such person may purchase pursuant to the exercise of his, his or her or its Company Warrants and the aggregate number of shares of Parent Common Stock that each such person may purchase upon exercise of Parent Warrants acquired pursuant to this Section 1.7(a)(11.7(a)(i). By its signature hereunder, Parent expressly assumes the obligation to issue Parent Common Stock to the holders of Parent Warrants upon exercise thereof, in accordance with the provisions of this Section 1.7(a)(11.7(a)(i). The Company shall be permitted to amend Schedule 1.7(a)(7. (ii) to reflect (i) any warrants or At the Effective Time, all outstanding stock options issued by the Company pursuant to its Stock Incentive Plan or otherwise, to purchase shares of Company Common Stock (the "COMPANY OPTIONS") that have not been exercised by the holder thereof in connection with any new members exchange for Company Common Stock, will, at the Effective Time, be deemed to be a stock option (the "PARENT OPTIONS") to acquire the same number of management shares of Parent Common Stock as the holder of such Company retained following Options would have been entitled to receive pursuant to the date hereof and Merger had such holder exercised such Company Options in full immediately prior to the Effective TimeTime at a price per share of Parent Common Stock equal to the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Option. SCHEDULE 1.7(a)(ii) attached hereto sets forth the name of each holder of Company Options, and (ii) the final aggregate number of warrants issued shares of Company Common Stock that each such person may purchase pursuant to the exercise of his or her Company Options and the aggregate number of shares of Parent Common Stock that each such person may purchase upon exercise of Parent Options acquired pursuant to this Section 1.7(a)(ii). By its signature hereunder, Parent expressly assumes the obligation to issue Parent Common Stock to the holders of Parent Options upon exercise thereof, in connection accordance with the Final Offeringprovisions of this Section 1.7(a)(ii). (2iii) Without limiting the generality of the foregoing, the Company and the Parent shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(a). (b) Parent shall take all action necessary and appropriate, on or prior to the Effective Time, to authorize and reserve a number of shares of Parent Common Stock sufficient for issuance upon the exercise of Parent Warrants and Parent Options following the Effective Time as contemplated by this Section 1.7. (c) Other than the Company WarrantsWarrants and Company Options, all options, warrants and rights to purchase Company Common Stock outstanding as of the Effective Date will be exercised or terminated at or prior to or effective upon the Effective Time, and neither Parent nor Acquisition Corp. shall assume or have any obligation with respect to such options, warrants or rights.