Common use of Corporate Events Clause in Contracts

Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the holder hereof a notice of such transaction at least ten (10) days prior to the applicable record or effective date on which a person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. In the event such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall (on the same time frame set forth in the immediately prior sentence) offer the holder hereof the ability to sign a confidentiality agreement related thereto sufficient to allow the holder hereof to receive such notice, and the Company shall deliver such notice immediately upon execution of such confidentiality agreement. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 4(a), other than a Fundamental Transaction under clause (iii) of Section 4(a), the Company shall deliver to the holder hereof a notice of such Fundamental Transaction at least thirty (30) days prior to the date such Fundamental Transaction is consummated. The holder hereof agrees to maintain any information disclosed pursuant to this Section 10.1 in confidence until such information is publicly available, and shall comply with applicable law with respect to trading in the Company’s securities following receipt any such information.

Corporate Events. IfNotwithstanding anything to contrary in this Lease, while including Section 11 as amended by this Warrant is outstandingAmendment, the Company parties hereby agree that (ia) declares any change by Lessee in the form of its legal organization (such as, for example, a dividend change from a general to a limited partnership), (b) any transfer of fifty-one percent (51%) or more of Lessee’s assets, and any other distribution transfer of cashinterest effecting a change in identity of persons or entities exercising effective control of lessee, securities or (c) any transfer of any interest in this Lease to a subsidiary, parent or an affiliate of Lessee or a successor to Lessee by way of merger or consolidation, or (d) a bona fide, arms length transfer of a business operating group or other property segment of Lessee’s business operations provided the transferee will continue the same or substantially the same business operations it engaged in respect of its Common Stock, including, without limitation, any granting of rights or warrants prior to subscribe for or purchase any capital stock such transfer and further provided the combined revenue of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes transferred operation and the voluntary dissolution, liquidation or winding up transferee together with the assets transferred in conjunction with such transfer will reasonably enable the transferee to independently fulfill the obligations of the affairs of the CompanyLessee under this Lease, then, except if such notice and the contents thereof shall will not be deemed to constitute material non-public information, the Company an assignment or sublet requiring Lessor’s prior written consent. Lessee shall deliver to the holder hereof a provide Lessor with written notice of such transaction at least ten (10) days prior to the applicable record change in form or effective date on which a person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. In the event such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall (on the same time frame set forth in the immediately prior sentence) offer the holder hereof the ability to sign a confidentiality agreement related thereto sufficient to allow the holder hereof to receive such notice, and the Company shall deliver such notice immediately upon execution of such confidentiality agreement. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 4(a), other than a Fundamental Transaction under clause (iii) of Section 4(a), the Company shall deliver to the holder hereof a notice of such Fundamental Transaction at least transfer within thirty (30) days prior to same. The successor entity shall assume all of Lessee’s obligations under the Lease. Upon the occurrence of any of the transfers described in subsections (a) through (d) above, or any other assignment of the Lease consented to by Lessor then provided Lessee supplies Lessor with evidence reasonably acceptable to Lessor that the transferee or successor entity has a tangible net worth as determined in accordance with generally accepted accounting principles, excluding so-called “good will” of at least Forty Million Dollars ($40,000,000.00), Lessee shall be relieved of all further liability and of its obligations under this Lease arising from and after the date such Fundamental Transaction is consummatedof transfer. The holder hereof agrees to maintain transfer of any information disclosed pursuant to this outstanding capital stock of a corporation whose stock is publicly-traded will not be deemed a “transfer of interest” under Section 10.1 in confidence until such information is publicly available, and shall comply with applicable law with respect to trading in the Company’s securities following receipt any such information11.