Notwithstanding the foregoing, if prior to July 25, 2019, (a) the Company consummates a Corporate Transaction, or has the registration statement for its Initial Public Offering declared effective by the United States Securities and Exchange Commission, and (b) as of the date of such consummation or effectiveness, as applicable (the Transaction Date), (i) the Company is reasonably satisfied with the continued performance by the Facility (as defined in the Facility Participation Agreement) of its obligations under the Facility Participation Agreement, (ii) there are then no any claims by the Facility outstanding against the Company and/or its affiliates and (iii) the Facility Participation Agreement shall have continued to be in full force and effect at all times through such Transaction Date, then this Warrant shall immediately become fully vested and exercisable with respect to all Warrant Shares in respect of which this Warrant has not then been deemed cancelled or void pursuant to the preceding paragraph.
(c) Exercise Price. The purchase price for the Warrant Shares issuable pursuant to this Section 1 shall be $6.75475 per share, subject to adjustment as provided in Section 7 (the Exercise Price).
2. Exercise Period.
(a) Subject to the terms and conditions set forth herein, this Warrant shall be exercisable only during the term commencing on the date hereof and ending at 5:00 p.m., Eastern Standard Time, on July 25, 2021 (the Exercise Period); provided, however, that, unless exercised as set forth in Section 4, this Warrant shall no longer be exercisable as to any Warrant Shares and shall become null and void immediately upon the consummation of a Corporate Transaction or Initial Public Offering. In the event of a Corporate Transaction or an Initial Public Offering during the Exercise Period, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Corporate Transaction or Initial Public Offering.
(b) For purposes of this Warrant:Corporate Transaction shall mean any transaction defined as a Liquidation Event in the Companys Ninth Amended and Restated Certificate of Incorporation, as may be amended and/or restated from time to time; and
(ii) Initial Public Offering shall mean the Companys first firm commitment underwritten public offering of its Common Stock under the Act.
3. Method of Exercise.
(a) Subject to the terms and conditions set forth herein, while this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part (except for a Net Exercise as set forth in Section 4), the Warrant by:
(i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and
(ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased.
(b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate.