Common use of Change of Control Transactions Clause in Contracts

Change of Control Transactions. In case of any Change of Control Transaction or reclassification of Common Stock (other than a reclassification of Common Stock subject to adjustment pursuant to Section 12(i)), notwithstanding anything to the contrary contained herein, (a) the Corporation shall notify the Warrantholder in writing of such Change of Control Transaction or reclassification as promptly as practicable, (b) subject to clause (c) below, solely in the event of a Change of Control Transaction that is a Business Combination or a reclassification, the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification, and (c) all Warrant Shares which are not then vested shall vest fully and become non-forfeitable and immediately exercisable upon consummation of such Change of Control Transaction or reclassification. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant upon and following adjustment pursuant to this paragraph, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination (an “Election Mechanic”), then the Warrantholder shall have the right to make the same election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall receive upon exercise of this Warrant. The Corporation, or the Person or Persons formed by the applicable Business Combination or reclassification, or that acquire(s) the applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such rights and to provide for such adjustments that, for events from and after such Business Combination or reclassification, shall be as nearly equivalent as possible to the rights and adjustments provided for herein, and the Corporation shall not be a party to or permit any such Business Combination or reclassification to occur unless such provisions are made as a part of the terms thereof.

Change of Control Transactions. In case of If, at any time while this Warrant is outstanding, the Company effects any Change of Control Transaction or reclassification (as defined below), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Change of Control Transaction, upon exercise of this Warrant, the number of shares of Common Stock or other capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and/or any additional consideration or alternate consideration (other than collectively, the “Alternate Consideration”) receivable upon or as a reclassification of Common Stock subject to adjustment pursuant to Section 12(i)), notwithstanding anything to the contrary contained herein, (a) the Corporation shall notify the Warrantholder in writing result of such Change of Control Transaction or reclassification as promptly as practicable, (b) subject to clause (c) below, solely in the event by a holder of a Change of Control Transaction that is a Business Combination or a reclassification, the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities Common Stock for which this Warrant is exercisable immediately prior to such Change of Control Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Change of Control Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property (including cash) that to be received in a Change of Control Transaction, then the Common Stock issuable (at Holder shall, to the time of such Business Combination or reclassification) extent practical, be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant immediately prior following such Change of Control Transaction. To the extent necessary to such Business Combination effectuate the foregoing provisions, any successor to the Company or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification, and (c) all Warrant Shares which are not then vested shall vest fully and become non-forfeitable and immediately exercisable upon consummation of surviving entity in such Change of Control Transaction or reclassification. In determining shall issue to the kind Holder a new warrant consistent with the foregoing provisions and amount of stock, securities or evidencing the property receivable upon exercise of this Warrant upon and following adjustment pursuant to this paragraph, if the holders of Common Stock have the Holder’s right to elect the kind or amount of consideration receivable upon consummation of exercise such Business Combination (an “Election Mechanic”), then the Warrantholder shall have the right to make the same election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall receive upon exercise of this Warrant. The Corporation, or the Person or Persons formed by the applicable Business Combination or reclassification, or that acquire(s) the applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such rights and to provide for such adjustments that, for events from and after such Business Combination or reclassification, shall be as nearly equivalent as possible to the rights and adjustments provided for herein, and the Corporation shall not be a party to or permit any such Business Combination or reclassification to occur unless such provisions are made as a part of the terms thereofwarrant into Alternate Consideration.

Change of Control Transactions. In case of If, at any time while this Note is outstanding, the Company is a party to a Change of Control transaction, the Investor shall have the right to either: (x) require the Company to repurchase all or any portion of the outstanding principal amount of this Note at a repurchase price in dollars in cash equal to 120% of such outstanding principal amount, plus all accrued but unpaid interest thereon and any unpaid liquidated damages and other amounts then owing under the Transaction Documents, through the date of repurchase, or reclassification (y) upon any subsequent conversion of Common Stock (other than a reclassification of Common Stock subject to adjustment pursuant to Section 12(i))this Note, notwithstanding anything to the contrary contained hereinreceive, (a) the Corporation shall notify the Warrantholder in writing of for each Underlying Share that would have been issuable upon such conversion absent such Change of Control Transaction or reclassification as promptly as practicable, (b) subject to clause (c) below, solely in the event of a Change of Control Transaction that is a Business Combination or a reclassificationtransaction, the Warrantholder’s right to receive Warrant Shares upon exercise same kind and amount of this Warrant shall be convertedsecurities, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities cash or property (including cash) that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification as it would have been entitled to receive upon consummation of such Business Combination or reclassification, and (c) all Warrant Shares which are not then vested shall vest fully and become non-forfeitable and immediately exercisable upon consummation the occurrence of such Change of Control Transaction transaction if it had been, immediately prior to such Change of Control transaction, the holder of one share of Common Stock (the “Alternate Consideration”) or reclassification. In determining (z) require the kind and amount of stock, securities or surviving entity to issue to the property receivable upon exercise of this Warrant upon and following adjustment pursuant Investor an instrument identical to this paragraphNote (with an appropriate adjustments to the conversion price). For purposes of any such conversion, if the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock have are given any choice as to the right securities, cash or property to elect the kind or amount be received in a Change of consideration receivable upon consummation of such Business Combination (an “Election Mechanic”)Control transaction, then the Warrantholder Investor shall have be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Change of Control transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Change of Control transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor’s right to make convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Change of Control transaction is effected shall include terms requiring any such successor or surviving entity to comply with the same election upon exercise provisions of this Warrant with respect to the number of shares of stock paragraph (c) and insuring that this Note (or other securities or property which the Warrantholder shall receive upon exercise of this Warrant. The Corporation, or the Person or Persons formed by the applicable Business Combination or reclassification, or that acquire(s) the applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such rights and to provide for such adjustments that, for events from and after such Business Combination or reclassification, shall be as nearly equivalent as possible to the rights and adjustments provided for herein, and the Corporation shall not be a party to or permit any such Business Combination or reclassification replacement security) will be similarly adjusted upon any subsequent transaction analogous to occur unless such provisions are made as a part Change of the terms thereofControl transaction.