Common use of Major Transaction Clause in Contracts

Major Transaction. In the event that a Major Transaction occurs, then (1) in the case of a Successor Major Transaction, Holder, at its option, may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”), in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon consummation of the Major Transaction, and (2) in the case of all other Major Transactions, Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major Exercise. In the event Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(b)(ii) below unless Holder waives its rights under this Section 5(b) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”:

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Successor Major Transaction, Holder, at its option, may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”), ) in whole or in part, into the right to receive the Successor Major Transaction Considerationreceive, upon consummation of the Major Transaction, the Successor Major Transaction Consideration and (2) in the case of all other Major Transactions, Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major Exercise. In the event Holder shall not have exercised any of its rights under clauses clause (1) or (2) above within the applicable time periods set forth herein, then and provided that the Major Transaction shall be treated as constitutes an Assumption Qualifying Major Transaction (as defined in Section 5(c)(ii) below) ), Holder shall have the right to elect to have this Warrant assumed in accordance with Section 5(b)(ii) below 5(c)(ii)(A), unless Holder waives its rights under this Section 5(b5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”:

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Successor Takeout Major TransactionTransaction or an Asset Sale, Holder, at its option, may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”), in whole shall automatically and without need of any action or in part, notice by the Holder or any other Person be converted into the right to receive the Successor Major Transaction Considerationreceive, upon consummation of the Takeout Major Transaction, the Takeout Major Transaction Consideration and (2) in the case of all other Major Transactions, Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time for thirty (30) days following the occurrence of such event, as a Cashless Major Exercise. In the event Holder shall not have exercised any of its rights under clauses (1) or clause (2) above within the applicable time periods set forth herein, then and provided that the Major Transaction shall be treated as constitutes an Assumption Qualifying Major Transaction (as defined in Section 5(c)(ii) below) ), Holder shall have the right to elect to have this Warrant assumed in accordance with Section 5(b)(ii5(c)(ii)(A) below unless Holder waives its rights under this Section 5(b) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”:

Major Transaction. In the event that a Major Transaction occurs, then (1) in the case of a Successor Major Transaction, the Holder, at its option, may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”), ) in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon consummation of the Major Transaction, and (2) in the case of all other Major Transactions, the Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above the preceding sentence within the applicable time periods set forth herein, then the Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(b)(ii5(c)(ii) below unless the Holder waives its rights under this Section 5(b5(c) with respect to such Major Transaction. Each of the following events shall constitute a “Major Transaction”: