entity or (iii) any sale, lease, license or other disposition of all or substantially all of the assets of the Company. For the avoidance of doubt, the transactions contemplated by the Merger Agreement shall not constitute a Change in Control.
(g) Charter means the Certificate of Incorporation of the Company, as it may be amended from time to time.
(h) Common Stock means the Companys Class A common stock, par value $0.0001 per share.
(i) Company means BowX Acquisition Corp., a Delaware corporation, including such entity under any subsequent name.
(j) Control or any grammatical variation thereof means the possession of, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
(k) Equity Securities of any Person means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership, membership interests (whether general or limited) or shares in the capital of a company; and (d) any other interest or participation that confers on a Person the right to receive a share of profits and losses of, or distribution of assets of, the issuing Person.
(l) Exchange Act means the Securities Exchange Act of 1934, as amended.
(m) Exchange Ratio has the meaning specified in the Merger Agreement.
(n) Exercise Equivalent Share is defined in Section 2.3.
(o) Exercise Period means the period commencing on the Issue Date and ending on the Expiration Date.
(p) Exercise Price means $0.01 per share, divided by the Exchange Ratio (the exercise price per share, as so determined, being rounded to the nearest full cent).
(q) Exercise Shares means a number of fully paid and non-assessable shares of Common Stock (rounded to the nearest whole share) equal to 14,431,991, multiplied by the Exchange Ratio, and issuable upon exercise of this Warrant.
(r) Expiration Date means the tenth (10th) anniversary of the Issue Date.
(s) Extraordinary Dividend is defined in Section 4.3.
(t) fair value is defined in Section 2.4.
(u) FIRPTA Side Letter means that certain letter agreement relating to FIRPTA Withholding by and between SB WW Holdings (Cayman) Limited and SVF Endurance (Cayman) Limited, on the one hand, and WeWork Inc. and BowX Acquisition Corp., on the other hand, dated March 25, 2021.
(v) Fundamental Transaction is defined in Section 4.5.
(w) Holder is defined in the Preamble above, and includes any Holder of Exercise Shares.
(x) HSR Act is defined in Section 2.7(b).