Common use of Assumption of Warrant Clause in Contracts

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company; or (B) a sale of all or substantially all of the assets of the Company, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 15; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Warrant Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 1512; and, and in any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder Warrantholder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder Warrantholder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company’s capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity or (Bii) a sale or transfer of all or substantially all of the Company’s assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Warrant Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 1512; and, and in any such case, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder Warrantholder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder Warrantholder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company; or (B) a sale of all or substantially all of the assets of the CompanyCorporate Transaction, then, as a part of such acquisition, sale or transfertransaction, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer Corporate Transaction which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer Corporate Transaction if this Warrant had been exercised immediately before such acquisition, sale or transferCorporate Transaction, all subject to further adjustment as provided in this Section 1517; and, in any such case, appropriate adjustment (as determined by the Company's ’s Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Preferred Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 155; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock common stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's Capital Stock such that stockholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 15; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company’s capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity or (Bii) a sale or transfer of all or substantially all of the Company’s assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Warrant Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 1512; and, and in any such case, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder Warrantholder to the end that the EXECUTION XXXX 00000000 provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder Warrantholder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more of exchange o2f the outstanding voting power shares of the Company; 's Capital Stock or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 15; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company’s Capital Stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company’s assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 157; and, in any such case, appropriate adjustment (as determined by the Company's ’s Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 155; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares shares the Holder holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock common stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any --------------------- portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's Capital Stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 157; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, Warrant or any portion thereof, is outstanding and unexpired there shall be (Ai) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company; Company or (Bii) a sale of all or substantially all of the assets of the Company, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effecteffect (including by net exercise), the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 15; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth portly with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Aa) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's capital stock such that stockholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bb) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 15; 8 and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares that the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company; Company or (Bii) a sale of all or substantially all of the assets of the Company, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effecteffect (including by net exercise), the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 15; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Warrant Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 1512; and, and in any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder Warrantholder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant 4 Shares of the Holder Warrantholder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or --------------------- any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 155; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock common stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company; or (B) a sale of all or substantially all of the assets of the CompanyCorporate Transaction, then, as a part of such acquisition, sale or transfertransaction, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer the Corporate Transaction which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer Corporate Transaction if this Warrant had been exercised immediately before such acquisition, sale or transferCorporate Transaction, all subject to further adjustment as provided in this Section 1514; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock Warrant Shares or other securities or other property thereafter deliverable upon the exercise of this Warrant. For purposes of this Warrant, a "Corporate Transaction" shall mean any transaction defined as a "Deemed Liquidation Event" in the Company's current Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware (the "Restated Certificate").

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's Capital Stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 155; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's Capital Stock such that stockholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 1514; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (A1) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's capital stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 155; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock common stock or other securities or other property thereafter deliverable upon the exercise of this Warrant. .

Assumption of Warrant. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's Common Stock such that stockholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 1514; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchasepurchase and with respect to registration rights) shall thereafter be by applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.

Assumption of Warrant. If at any time, while this Warrant, or any --------------------- portion thereof, is outstanding and unexpired there shall be (Ai) the an acquisition of the Company by another entity by means of any a merger, consolidation, or other transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results resulting in the transfer of fifty percent (50%) or more exchange of the outstanding shares of the Company's Capital Stock such that shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the Company; surviving entity, or (Bii) a sale or transfer of all or substantially all of the Company's assets of the Companyto any other person, then, as a part of such acquisition, sale or transfer, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition, sale or transfer which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such acquisition, sale or transfer if this Warrant had been exercised immediately before such acquisition, sale or transfer, all subject to further adjustment as provided in this Section 155; and, in any such case, appropriate adjustment (as determined by the Company's Board of Directors in its sole discretionDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Warrant Shares of the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.