Common use of Cash Merger Clause in Contracts

Cash Merger. (i) If, prior to the Purchase Contract Settlement Date, (i) the Company merges with or into another entity, (ii) the Common Stock is converted, exchanged, reclassified or cancelled in such merger, and (iii) at least 30% of the consideration received by the Company's shareholders for its Common Stock in such merger consists of cash or cash equivalents (a "Cash Merger"), then each Holder of Securities shall have the right to settle the Purchase Contract at the Settlement Rate in effect immediately before the Cash Merger (a "Cash Merger Early Settlement"). The right to Cash Merger Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the securities to be delivered in respect of the Purchase Contracts being settled (it being understood that, if so required under Federal securities laws, the Company shall use commercially reasonable efforts to (1) cause such a registration statement to become effective and (2) provide a prospectus in connection therewith, in each case, in a form appropriate for Early Settlements). Upon Cash Merger Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. The Company shall provide each of the Holders with a notice of the consummation of the Cash Merger within five Business Days after the consummation thereof. Such notice will specify, among other things, the "Cash Merger Early Settlement Date," which shall be 10 Business Days after the date of such notice, and the amount of the cash, securities and other consideration receivable by each Holder upon a Cash Merger Early Settlement.

Cash Merger. (i) If, prior to the Purchase Contract Settlement Date, (i) the Company merges with or into another entity, (ii) the Common Stock is converted, exchanged, reclassified or cancelled in such merger, and (iii) at least 30% of the consideration received by the Company's shareholders for its Common Stock in such merger consists of cash or cash equivalents (a "Cash Merger"), then each Holder of Securities shall have the right to settle the Purchase Contract at the Settlement Rate in effect immediately before the Cash Merger (a "Cash Merger Early Settlement"). The right to Cash Merger Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the securities to be delivered in respect of the Purchase Contracts being settled (it being understood that, if so required under Federal securities laws, the Company shall use commercially reasonable efforts to (1) cause such a registration statement to become effective and (2) provide a prospectus in connection therewith, in each case, in a form appropriate for Early Settlements). Upon Cash Merger Early Settlement, (i) the holderHolder's rights to receive Deferred Contract Adjustment Payments, if any, on the Purchase Contracts being settled will be forfeited, (ii) the holderHolder's right to receive additional Contract Adjustment Payments in respect of such Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder Holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. The Company shall provide each of the Holders with a notice of the consummation of the Cash Merger within five Business Days after the consummation thereof. Such notice will specify, among other things, the "Cash Merger Early Settlement Date," which shall be 10 Business Days after the date of such notice, and the amount of the cash, securities and other consideration receivable by each Holder upon a Cash Merger Early Settlement.