Common use of Adjustments for Merger or Consolidation Clause in Contracts

Adjustments for Merger or Consolidation. (a) If during the Warrant Term a Change of Control or plan or proposal with respect thereto is publicly announced or occurs, and the Acquiring Person (as defined in the Securities Purchase Agreement) (or its direct or indirect parent entity) does not have a class of common equity securities listed or admitted for trading on any securities exchange or over-the-counter or other organized market, whether U.S. or not, then this Warrant shall terminate upon the effective date of a Change of Control; provided that between the date such Change of Control is announced and the effective date of the Change of Control, but not thereafter, the Holder shall have the right to submit to the Company an exercise notice (which exercise notice may, at the Holder’s option, specify that the exercise and payment of the Exercise Price shall occur simultaneously with, and be contingent upon, the occurrence of the Change of Control) in accordance with the terms and conditions of this Warrant; provided, however, that so long as the Company has provided the Holder with at least five (5) Business Days (as defined in the Securities Purchase Agreement) advance written notice of the effective date for the Change of Control, the Company shall not be required to postpone such closing date in order to facilitate the closing of the exercise.

Adjustments for Merger or Consolidation. (a) If during the Warrant Term a Change of Control or plan or proposal with respect thereto is publicly announced or occurs, and the Acquiring Person (as defined in the Securities Purchase Agreement) (or its direct or indirect parent entity) does not have a class of common equity securities listed or admitted for trading on any securities exchange or over-the-counter or other organized market, whether U.S. or not, then this Warrant shall terminate upon the effective date of a Change of Control; provided that between the date such Change of Control is announced and the effective date of the Change of Control, but not thereafter, the Holder shall have the right to submit to the Company an exercise notice (which exercise notice may, at the Holder’s option, specify that the exercise and payment of the Exercise Price shall occur simultaneously with, and be contingent upon, the occurrence of the Change of Control) in accordance with the terms and conditions of this Warrant; provided, however, that so long as the Company has provided the Holder with at least five (5) Business Days (as defined in the Securities Purchase Agreement) advance written notice of the effective date for the Change of Control, the Company shall not be required to postpone such closing date in order to facilitate the closing of the exercise.