Common use of Certain Corporate Transactions Clause in Contracts

Certain Corporate Transactions. In the event of any Corporate Transaction (as such term is defined below), unless the Option is expressly assumed, or an equivalent option is substituted, by the corporation surviving such Corporate Transaction or by a parent or subsidiary of such surviving corporation, the Option will (i) become exercisable in full immediately prior to the consummation of such Corporate Transaction and (ii) terminate upon the consummation of such Corporate Transaction to the extent not exercised prior thereto. Any shares of Common Stock issued pursuant to the Option shall, except as otherwise provided in the applicable Restricted Stock Purchase Agreement, become fully vested upon the consummation of a Corporate Transaction. As used in this Section, “Corporate Transaction” means any of the following stockholder approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary corporations) in connection with the complete liquidation or dissolution of the Company; (iii) any merger in which the Company is the surviving entity but in which the shares of the Company’s capital stock outstanding immediately prior to such transaction are converted into the right to receive cash, debt securities and/or equity securities of another corporation or (iv) the sale by the holders of more than 90% of the outstanding shares of the Company’s capital stock in a single transaction or a series of related transactions; provided, however, that a transaction shall not constitute a “Corporate Transaction” if: (i) its sole purpose is to change the state of the Company’s incorporation; (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; or (iii) it constitutes the Company’s initial public offering of its securities. The Company shall provide written notice to Optionee at least ten (10) days prior to the consummation of any Corporate Transaction, which notice shall state whether or not the outstanding Options will be expressly assumed, or equivalent options will be substituted for the outstanding Options, by the corporation surviving such Corporate Transaction or by a parent or subsidiary of such surviving corporation, and if such is not the case, stating that the Option will become exercisable in full immediately prior to the consummation of such Corporate Transaction and will terminate upon the consummation of such Corporate Transaction to the extent not exercised prior thereto. The Optionee shall have the right to make the election to exercise such Option immediately prior to the consummation of such Corporate Transaction contingent upon the successful consummation of such Corporate Transaction, such that if such Corporate Transaction is not consummated, the Option shall not be deemed exercised.

Certain Corporate Transactions. Nothing in this Agreement shall in any way prohibit the Borrower from merging with or consolidating into another corporation, or from selling or transferring all or substantially all of its assets, or from distributing all or substantially all of its assets to its shareholders in liquidation, or from dissolving and terminating its corporate existence. In the event of any Corporate Transaction (as such term is defined below), unless the Option is expressly assumedBorrower merges or consolidates with another corporation, or an equivalent option is substituted, by the corporation surviving such Corporate Transaction or by a parent or subsidiary of such surviving corporation, the Option will (i) become exercisable in full immediately prior to the consummation of such Corporate Transaction and (ii) terminate upon the consummation of such Corporate Transaction to the extent not exercised prior thereto. Any shares of Common Stock issued pursuant to the Option shall, except as otherwise provided in the applicable Restricted Stock Purchase Agreement, become fully vested upon the consummation of a Corporate Transaction. As used in this Section, “Corporate Transaction” means any of the following stockholder approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the Borrower's capital stock or assets are acquired by or are subject to a tender offer of another corporation, entity or person (collectively, together with each event described in the Company’s subsidiary corporations) immediately preceding sentence, "Control Events"), and the surviving or acquiring corporation, person or entity issues shares of stock or other consideration to the Borrower's stockholders in connection with the complete liquidation merger, consolidation or dissolution acquisition, the surviving or acquiring corporation shall adopt this Agreement (including, without limitation the anti-dilution provisions of Section 7.08 hereof) and, upon the exercise of the Company; Warrants, the Lender shall, at no additional cost (iii) any merger other than the Exercise Price), be entitled to receive, in lieu of the number of shares of Common Stock to which such Warrants are then exercisable, the number and class of shares of stock or other consideration to which the Company is Lender would have been entitled pursuant to the surviving entity but in terms of the merger, consolidation or acquisition if immediately prior thereto the Lender had been the Lender of record of the number of shares of Common Stock equal to the number of shares of Common Stock for which the shares of the Company’s capital stock outstanding immediately prior to such transaction are converted into the right to receive cash, debt securities and/or equity securities of another corporation or (iv) the sale by the holders of more than 90% of the outstanding shares of the Company’s capital stock in a single transaction or a series of related transactions; provided, however, that a transaction Warrants shall not constitute a “Corporate Transaction” if: (i) its sole purpose is to change the state of the Company’s incorporation; (ii) its sole purpose is to create a holding company that will then be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; or (iii) it constitutes the Company’s initial public offering of its securitiesexercisable. The Company shall provide written notice to Optionee at least ten (10) days prior Anything to the consummation contrary appearing herein or in any Warrant notwithstanding, each Warrant shall immediately become exercisable upon the occurrence of any Corporate Transaction, which notice shall state whether or not the outstanding Options will be expressly assumed, or equivalent options will be substituted for the outstanding Options, by the corporation surviving such Corporate Transaction or by a parent or subsidiary of such surviving corporation, and if such is not the case, stating that the Option will become exercisable in full immediately prior to the consummation of such Corporate Transaction and will terminate upon the consummation of such Corporate Transaction to the extent not exercised prior thereto. The Optionee shall have the right to make the election to exercise such Option immediately prior to the consummation of such Corporate Transaction contingent upon the successful consummation of such Corporate Transaction, such that if such Corporate Transaction is not consummated, the Option shall not be deemed exercisedControl Event.