provided in this Warrant (as so adjusted, the Warrant Units and the Exercise Price, respectively).Expiration Time means 5pm Boston time on the tenth anniversary of the Effective Date.
1. Exercise of Warrant. The Holder may exercise this Warrant, in whole or in part (except as to a fractional Common Unit), during the period beginning on the closing of the Qualified Financing and ending at the Expiration Time, by (i) delivering a subscription agreement, in the form attached hereto as Exhibit A (the Subscription Form), duly executed by the Holder, specifying the number of Warrant Units to be issued to the Holder as a result of such exercise, (ii) surrendering this Warrant to the Company, properly endorsed by the Holder (or if this Warrant has been destroyed, stolen or has otherwise been misplaced, by delivering to the Company an affidavit of loss duly executed by the Holder), and (iii) tendering payment for the Common Units designated by the Subscription Form in lawful money of the United States in the form of cash, bank or certified check made payable to the order of the Company, or by wire transfer of immediately available funds, or in any combination thereof, of the applicable Exercise Price as to which this Warrant is being exercised.
2. Net Exchange. The Holder may, in lieu of exercising this Warrant pursuant to the terms of Section 1, elect to exchange this Warrant at any time beginning on the closing of the Qualified Financing and ending at the Expiration Time by delivering to the Company a written notice, in the form attached hereto as Exhibit B (the Exchange Notice), duly executed by the Holder, specifying the number of Warrant Units it, he or she is requesting to be issued to the Holder as a result of such exchange. The Holder shall thereupon be entitled to receive the number of Warrant Units equal to the product of (i) the number of Warrant Units issuable upon exercise of this Warrant (or, if only a portion of this Warrant is being exercised, issuable upon the exercise of such portion) for cash, and (ii) a fraction, the numerator of which is the Fair Market Value at the time of such exercise minus the Exercise Price in effect at the time of such exercise, and the denominator of which is the Fair Market Value at the time of such exercise, such number of Common Units so issuable upon such exchange to be rounded down to the nearest whole number of Common Units with any excess to be forfeited by the Holder. For all purposes of this Warrant (other than Section 1 and this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Common Units in accordance with the terms of this Section 2. For purposes of this Section 2, Fair Market Value shall mean the price per Common Unit as determined in good faith by the Board of Directors or, if traded on a nationally recognized securities exchange, the value shall be deemed to be the closing price of the security on such exchange or market on the date of exercise.
3. Adjustment for Dividends, Distributions, Subdivisions, Combinations, Mergers, Consolidations or Sale of Assets.
3.1 Manner of Adjustment.
(a) Unit Dividends, Distributions or Subdivisions. In the event the Company shall issue units in a unit dividend, unit distribution or subdivision in respect of its Common Units, the Exercise Price in effect immediately before such unit dividend, unit distribution or subdivision shall, concurrently with the effectiveness of such unit dividend, unit distribution or subdivision, be proportionately decreased and the number of Warrant Units shall be proportionately increased.
(b) Combinations or Consolidations. In the event the outstanding Common Units shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Common Units, the Exercise Price in effect immediately prior to such combination or consolidation shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased and the number of Warrant Units shall be proportionately decreased.