Regulatory Approvals means, with respect to the Warrantholder, to the extent applicable and required to permit the Warrantholder to exercise this Warrant for shares of Class A Common Stock and to own such Class A Common Stock without the Warrantholder being in violation of applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of, filings and registrations with, notifications to, or expiration or termination of any applicable waiting periods under, the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.
Restated Certificate given to such term in the the Investor Rights Agreement.
ROFR and Co-Sale Agreement means the Amended and Restated Right of First Refusal and Co-Sale Agreement of the Corporation, dated July 28, 2016, as amended, restated, supplemented or modified from time to time in accordance with its terms.
SEC means the U.S. Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.
Shares has the meaning set forth in Section 2.
Transfer Restrictions Agreement means the Transfer Restrictions Agreement, dated April 17, 2020, by and between the Corporation and the Warrantholder, as amended, restated, supplemented or modified from time to time in accordance with its terms.
Warrant means this Warrant.
Warrantholder has the meaning set forth in Section 2.
2. Number of Shares; Exercise Price. This certifies that, for value received, SLP Constellation Aggregator II, L.P. or its permitted assigns (the Warrantholder) is entitled, upon the terms and subject to the conditions hereinafter set forth herein, to acquire from the Corporation, in whole or in part, at any time after the date hereof, up to an aggregate of 1,983,698 fully paid and nonassessable shares of Class A Common Stock at a purchase price per share of Class A Common Stock equal to the Exercise Price. The number of shares of Class A Common Stock (the Shares) for which the Warrant is exercisable is subject to adjustment as provided herein, and all references to Class A Common Stock and Shares herein shall be deemed to include any such adjustment or series of adjustments. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a Deemed Liquidation Event or other transaction by the Corporation, such exercise may at the election of the Warrantholder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.
3. Exercise of Warrant; Term.
(i) Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time after the date hereof, but in no event later than 5:00 p.m., New York City time, April 17, 2030 (the Expiration Time), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Corporation located at 888 Brannan Street Suite 4 San Francisco, CA 94103 (or such other office or agency of the Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Corporation), and (B) payment of the Exercise Price in accordance with Section 3(ii).