Common use of Extraordinary Transaction Clause in Contracts

Extraordinary Transaction. If, (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer by the Company is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, an “Extraordinary Transaction”), then this Warrant will become the right thereafter to receive, upon exercise, the same amount and kind of securities, cash or property as the Holder would have been entitled to receive upon the occurrence of such Extraordinary Transaction if it had been, immediately prior to such Extraordinary Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of the relevant Warrant (the “Alternate Consideration”) in lieu of Common Stock. The aggregate Exercise Price for each Warrant will not be affected by any such Extraordinary Transaction, but the Company shall apportion such aggregate 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 to be received in an Extraordinary Transaction, then the Holder, to the extent practicable, shall be given the same choice as to the Alternate Consideration it receives upon any exercise of its Warrant following such Extraordinary Transaction. In addition, at the request of the Holder, upon surrender of this Warrant, any successor to the Company or surviving entity in such Extraordinary Transaction shall issue to such Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. Each such new warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Extraordinary Transaction.

Extraordinary Transaction. IfIn the event of a change of control, ------------------------- merger, reorganization or consolidation (an "Extraordinary Transaction") of Parent with any other corporation in which (i) fifty percent (50%) or more of the capital stock or assets of Parent are transferred to another entity, or (ii) Parent is not the surviving corporation or Parent becomes a wholly-owned subsidiary of another corporation, any obligation of Parent to issue Parent Shares in accordance with Sections 3.1 and 3.2 of this Agreement shall be deemed canceled and the Shareholder agrees that she will have no further right thereto, unless the controlling or surviving entity in the Extraordinary Transaction elects to assume such obligations, or to substitute other consideration in place thereof. Notwithstanding the foregoing, on the date the definitive agreement in connection with an Extraordinary Transaction is executed by all of the parties signatory thereto (the "Extraordinary Transaction Date"), Parent shall (or cause its transfer agent to) deposit into escrow a stock certificate representing the unissued Merger Consideration as of the Extraordinary Transaction Date (the "Escrow Merger Shares"). If (i) the Company effects any merger or consolidation consummation of the Company with or into another PersonExtraordinary Transaction is prior to the expiration of the Third Year Period, (ii) the Company effects any sale obligations set forth in Sections 3.1 or 3.2 of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer this Agreement are not assumed by the Company is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, an “Extraordinary Transaction”), then this Warrant will become the right thereafter to receive, upon exercise, the same amount and kind of securities, cash or property as the Holder would have been entitled to receive upon the occurrence of such Extraordinary Transaction if it had been, immediately prior to such Extraordinary Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of the relevant Warrant (the “Alternate Consideration”) in lieu of Common Stock. The aggregate Exercise Price for each Warrant will not be affected by any such Extraordinary Transaction, but the Company shall apportion such aggregate 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 to be received in an Extraordinary Transaction, then the Holder, to the extent practicable, shall be given the same choice as to the Alternate Consideration it receives upon any exercise of its Warrant following such Extraordinary Transaction. In addition, at the request of the Holder, upon surrender of this Warrant, any successor to the Company controlling or surviving entity in such the Extraordinary Transaction and (iii) no substitute consideration of equal or greater value and liquidity to the Escrow Merger Shares (as determined by the product of the Escrow Merger Shares multiplied by the closing sales price of the Parent Shares on the trading day prior to the Extraordinary Transaction Date) is provided by the controlling or surviving entity in the Extraordinary Transaction to the Shareholder, then Parent shall issue cause the escrow agent to such Holder deliver to the Shareholder the securities (or other consideration) that the Escrow Merger Shares were automatically converted into, or exchangeable for, as a new warrant consistent result of the Extraordinary Transaction. For avoidance of doubt, the Escrow Merger Shares shall be deemed Parent Shares issued prior to the record date fixed by the Board of Directors of Parent in connection with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. Each such new warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Extraordinary Transaction.