M&A Boot Camp booklet 2023 - Flipbook - Page 104
the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company
Option and whether the vesting of such Company Option shall be subject to any acceleration in connection with the Merger or any of the
other transactions contemplated by this Agreement; (v) the exercise price per share of Company Common Stock purchasable under such
Company Option; and (vi) whether such Company Option is an “incentive stock option” as defined in Section 422 of the Code or subject to
Section 409A of the Code. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company
Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board
of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the
necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by
each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the
Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market
value of a share of Company Common Stock on the applicable Grant Date as determined in accordance with the Company Option Plan and
each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the
Company. All options with respect to shares of Company Common Stock that were ever issued by the Company ceased to vest on the date
on which the holder thereof ceased to be an employee of or a consultant to the Company. The exercise of the Company Options and the
payment of cash in respect thereof complied and will comply with the terms of the Company Option Plan, all Contracts applicable to such
Company Options and all Legal Requirements and, as of the Closing, no former holder of a Company Option will have any rights with respect
to such Company Option.
(c) Warrants. Part 2.3(c) of the Disclosure Schedule accurately sets forth, with respect to each Company Warrant that is outstanding as
of the date of this Agreement: (i) the name of the holder of such Company Warrant; (ii) the class, series and total number of shares of
Company Capital Stock that are subject to such Company Warrant and the class, series and number of shares of Company Capital Stock with
respect to which such Company Warrant is immediately exercisable; (iii) the date on which such Company Warrant was issued and the term
of such Company Warrant; (iv) the vesting schedule for such Company Warrant; and (v) the exercise price per share of Company Capital
Stock purchasable under such Company Warrant. The Company has delivered to Parent accurate and complete copies of each Contract
pursuant to which any Company Warrant is outstanding. As of the Closing, no former holder of a Company Warrant will have any rights
with respect to such Company Warrant other than the right to receive cash in respect thereof as contemplated by this Agreement.
(d) No Other Securities. Except for the Company Options and as set forth in Part 2.3(b) or 2.3(c) of the Disclosure Schedule, there is no:
(i) outstanding subscription, option, call, convertible note, warrant or right (whether or not currently exercisable) to acquire any shares of
Company Capital Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become
convertible into or exchangeable for any shares of Company Capital Stock (or cash based on the value of such shares) or other securities of
the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of Company Capital
Stock or any other securities, including any promise or commitment to grant Company Options or other securities of the Company to an
employee of or other service provider to the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the
assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Capital Stock or
other securities of the Company. As of the Effective Time, there will be no outstanding options, warrants or other rights to purchase shares
of Company Capital Stock.
14.